DEF 14A of WillScot Holdings Corp, Apr 21, 2025

DEF 14A of WillScot Holdings Corp

Filed Apr 21, 2025 · FY20240001647088-25-000021

Open on EDGAR

  1. 2024 Information about our Board and Committees

    2024 Information about our Board and Committees

  2. 2024 Information about our Board and Committees

    | | Members | Independent Members | Meetings During Fiscal Year 2024 | Attendance | | Full Board | 10 | 90% | 8 | 95% | | Audit Committee | 5 | 100% | 4 | 100% | | Compensation Committee | 5 | 100% | 4 | 95% | | Nominating and Corporate Governance Committee | 5 | 100% | 4 | 95% |

  3. 2024 Information about our Board and Committees

    Director Skills and Experience Matrix(1)

  4. 2024 Information about our Board and Committees

    | Skills and Experience | Bartlett | Davis | Holthaus | Jackman | Johnson | Owen | Sagansky | Soultz | Upchurch | Zarcone | | Leadership Business and strategic management experience from service in a significant leadership position, such as a CEO, CFO or other senior leadership position | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance and Accounting Understanding of finance and financial reporting processes | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Investor Overseeing investments and decisions | ● | | ● | ● | | ● | ● | ● | ● | ● | | Industry and Operations Operational experience in the industries in which the Company operates | | ● | ● | | ● | ● | | ● | ● | ● | | Technology Developing and investing in new technologies and ideas | | ● | | ● | ● | | ● | ● | ● | ● | | Risk Oversight/Cybersecurity Understanding significant risks facing companies, including cybersecurity | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Customer Service Experience meeting customer expectations and positively transforming customer experience | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental & Safety Safety and environmental regulations | | ● | | ● | ● | | | ● | ● | ● | | Prior Public BOD Experience Service on public company boards | ● | | ● | ● | | ● | ● | | ● | ● | | Human Capital Management Experience overseeing the needs of our employees and developing talent to obtain the most qualified and satisfied employees | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Legal and Corporate Governance Legal and corporate governance issues in which public companies must abide | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Independent Satisfies independence requirements of Nasdaq and SEC | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Sustainability Experience in Environmental Social Governance matters | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  5. 2024 Information about our Board and Committees

    (1) Includes director nominee, Dominick Zarcone, in place of Erik Olsson, who is retiring. Board Diversity Matrix

  6. 2024 Information about our Board and Committees

    | Total Number of Directors: 10 | FEMALE | MALE | NON- BINARY | DID NOT DISCLOSE | | Directors | 3 | 7 | — | — | | Number of Directors Who Identify in any of the Categories Below | | | | | | African American or Black | 1 | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | 1 | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | — | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |

  7. 2024 Information about our Board and Committees

    EXECUTIVE COMPENSATION OVERVIEW Our executive compensation program aims to attract and retain experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational, and strategic objectives that produce and promote stockholder value. This executive compensation overview and the accompanying compensation discussion and analysis (“CD&A”) are designed to provide an overview of our compensation actions and policies for our senior level executives. Our named executive officers are identified on page 40 of this Proxy Statement. The Compensation Committee believes our executive compensation program should reward actions and behaviors that drive stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on our short-term and long-term financial, operational and strategic goals. To that end, the Compensation Committee’s goal is to implement an executive compensation program that is built upon the following objectives: •Attracting and Retaining the Right Talent. Executive compensation should be market-competitive to attract and retain highly motivated talent with a performance-driven mindset. •Pay for Performance. A significant percentage of an executive’s compensation should be directly aligned with Company performance, with a balance between short-term and long-term performance. •Alignment with Stockholder Interests. Our executives’ interests should be aligned with stockholder interests through the risks and rewards of stock ownership in the Company.

  8. Director Nominees

    Director Nominees

  9. Director Nominee Biographies & Qualifications

    Director Nominee Biographies & Qualifications The Board has nominated the following 10 individuals to stand for election for a one-year term expiring at the annual meeting of stockholders in 2026. Each nominee has consented to serve if elected. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.

  10. Director Nominee Biographies & Qualifications

    | Mark S. Bartlett | | | | | Independent Director Since: 2017 Age: 74 | Key Skills & Qualifications & Leadership • Independence • Industry • Strategy • Public Company • Finance The Board believes Mr. Bartlett’s risk and oversight, accounting and finance expertise, experience as a director of public and private companies, and knowledge of our Company and industry enables him to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Mr. Bartlett has served as a director since 2017, including as a director of the Company since the completion of the WillScot Mobile Mini merger. Mr. Bartlett spent his entire career with Ernst & Young LLP, serving in various executive roles before retiring as partner in 2012. He serves as Lead Independent Director of Zurn Elkay Water Solutions Corp., as a director and member of the Audit Committee at FTI Consulting, Inc., and director and Chair of the Audit Committee and member of the Executive Compensation and Management Development Committee of T. Rowe Price Group, Inc. Mr. Bartlett is a graduate of West Virginia University and a Certified Public Accountant. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Holdings Board of Directors | | • FTI Consulting, Inc. • Zurn Elkay Water Solutions Corp. • T. Rowe Price Group, Inc. | | Audit Committee - Chair Compensation Committee | | Erika T. Davis | | | | | Independent Director Since: 2022 Age: 61 | Key Skills & Qualifications & Leadership • Independence • Strategy The Board believes Ms. Davis’s experience in Human Resources and various Operational and Administrative roles, as well as her leadership experience at large publicly traded companies in the areas of M&A integration, technology and customer-facing support, enables her to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Ms. Davis has served as Performance Food Group’s Executive Vice President & Chief Human Resources Officer since July 2019. Ms. Davis joined Performance Food Group after a 26-year career with Owens & Minor, a global healthcare services company. For nearly 20 of those years, she served in senior leadership roles including Chief Administrative Officer, Corporate Chief of Staff, and Senior Vice President for Administration & Operations and for Human Resources. Ms. Davis earned her undergraduate degree from the University of Richmond (VA) and holds a Master in Public Administration degree from the University of North Carolina at Chapel Hill. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Holdings Board of Directors | | None | | Compensation Committee Nominating and Corporate Governance Committee |

  11. Director Nominee Biographies & Qualifications

    | Gerard E. Holthaus | | | | | | | Independent Director Since: 2017 Age: 75 | | Key Skills & Qualifications & Leadership • Independence • Finance • Strategy • Public Company • Industry The Board believes Mr. Holthaus’ executive leadership in our industry, including various CFO and CEO roles, risk and oversight, M&A, accounting and finance, corporate governance expertise, experience as a director of public and private companies, and knowledge of our Company enable him to provide meaningful guidance to our Board. | | | Principal Occupation & Business Experience | | | | | | Mr. Holthaus serves as the Lead Independent Director of WillScot Holdings. He served as Non-Executive Chair of WillScot until the completion of the WillScot Mobile Mini merger and is the former Non-Executive Chairman of Algeco Scotsman Global S.á.r.l. Mr. Holthaus has served in various executive leadership positions, including CEO, CFO and/or Chairman of various companies in our industry. Mr. Holthaus is Non-Executive Chairman of the Board of FTI Consulting and the Baltimore Life Companies. Mr. Holthaus is a graduate of Loyola University Maryland. | | | | | | Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Holdings Board of Directors | | | • FTI Consulting, Inc. • NESCO Holdings (former) | | | Nominating and Corporate Governance Committee - Chair Audit Committee | | | Worthing Jackman | | | | | | | | Independent Director Since: 2024 Age: 60 | | Key Skills & Qualifications & Leadership • Independence • Finance • Strategy • Public Company The Board believes Mr. Jackman’s executive leadership experience, including serving as CEO, President, and CFO of a major publicly-traded company, his expertise in finance, investor relations, and corporate governance, as well as his experience as a director of public companies, enable him to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | | | Mr. Jackman joined the Board in October 2024. Prior to retiring, he held several leadership roles at Waste Connections, a leading integrated solid waste services company that provides collection, transfer, recycling, and disposal services across North America. These roles included CEO and director from July 2019 to April 2023, President from July 2018 to April 2023, CFO from September 2004 to July 2018, and Vice President – Finance and Investor Relations from April 2003 to August 2004. Earlier in his career, Mr. Jackman held various investment banking positions at Alex. Brown & Sons (now Deutsche Bank Securities, Inc.), including as a Managing Director in the Global Industrial and Environmental Services Group. Mr. Jackman has served as a director of Quanta Services since 2005, where he is Chairman of the Audit Committee and a member of the Compensation Committee. He holds a Bachelor of Science in Business Administration with a concentration in Finance from Syracuse University and a Master of Business Administration from Harvard Business School. Mr. Jackman was identified by senior members of management and multiple stockholders and subsequently recommended to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee then recommended him to the Board who unanimously approved his appointment to the Board. | | | | | | Other Public Company Directorships in the Last 5 Years | | | | Committees of the WillScot Holdings Board of Directors | | • Quanta Services, Inc. • Waste Connections, Inc. (former) | | | | Audit Committee |

  12. Director Nominee Biographies & Qualifications

    | Natalia N. Johnson | | | | | Independent Director Since: 2023 Age: 47 | Key Skills & Qualifications & Leadership • Independence • Finance • Strategy • Industry The Board believes that Ms. Johnson’s leadership experience at large publicly-traded companies in the areas of digital and technological transformation, human capital, data science, risk management, and operational strategy enables her to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Ms. Johnson joined the Board in August 2023. Ms. Johnson has served as Chief Administrative Officer of Public Storage since August 2020, having previously served as Chief Human Resources Officer from July 2016 to August 2020. Her responsibilities at Public Storage include cybersecurity, technology, transformation, human capital, data science, customer care, safety and security, and corporate strategy. Prior to joining Public Storage, Ms. Johnson spent 13 years in several leadership roles at Bank of America, most recently as SVP, Chief Operating Officer - Mortgage Technology. Earlier in her career, she held various management roles for Coca-Cola and San Cristóbal Insurance in her home country of Argentina. Ms. Johnson She holds a Bachelor of Business Administration degree from Universidad Católica De Córdoba, Argentina. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Holdings Board of Directors | | None | | Audit Committee Compensation Committee | | Rebecca L. Owen | | | | | Independent Director Since: 2021 Age: 63 | Key Skills & Qualifications & Leadership • Independence • Strategy • Public Company The Board believes Ms. Owen’s depth of knowledge of the storage, real estate, construction and adjacent markets, governance expertise, finance, cybersecurity, risk and oversight experience, as well as her experience as a director of two public companies enable her to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Ms. Owen joined the Board in November 2021. She serves as Chairman and founder of Battery Reef, LLC, a commercial real estate investment and management company. She has served in various leadership roles at Clark Enterprises, Inc., including as President and Chief Investment Officer of CEI Realty, Inc. and Chief Legal Officer of Clark Enterprises, Inc. Ms. Owen also serves on the board of Public Storage (NYSE: PSA). She previously served on WillScot’s board prior to the WillScot Mobile Mini merger as well as on the boards of Jernigan Capital, Inc. (formerly NYSE: JCAP) and Columbia Equity Trust, Inc. (formerly NYSE: COE). Ms. Owen also serves on the private boards of Carr Properties, a private office and residential REIT; The Feil Organization, a commercial real estate investment and management company; and the Real Estate Investment Advisory Committee of ASB Capital Management, LLC. Ms. Owen received a Juris Doctorate from University of Chicago Law School and a Bachelor of Arts in Economics from Hamilton College. Further, Ms. Owen has been certified in Cybersecurity Oversight by Carnegie Mellon University and in ESG Oversight by Global Competent Boards. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Holdings Board of Directors | | • Public Storage • Jernigan Capital, Inc.(former) | | Compensation Committee - Chair Nominating and Corporate Governance Committee |

  13. Director Nominee Biographies & Qualifications

    | Jeff Sagansky | | | | | Independent Director Since: 2017 Age: 73 | Key Skills & Qualifications & Leadership • Independence • Finance • Strategy • Public Company The Board believes Mr. Sagansky’s experience with mergers and acquisitions and capital markets, together with his experience as a senior executive and director of growth-oriented public and private companies, enables him to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Mr. Sagansky has served as a director since November 2017 including as a director of the Company since the completion of the WillScot Mobile Mini merger. Mr. Sagansky has served in various leadership positions with Paxson Communications, Sony Pictures, CBS Entertainment, and Tristar Pictures, to name a few. He was Chairman and CEO of Diamond Platinum Eagle Acquisition Corp., when the company effected a three-way merger with Draft Kings and SB Tech. Mr. Sagansky served as Chairman and CEO of Platinum Eagle Acquisition Corp. and as a director for several other publicly traded companies. He is a graduate of Harvard University. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Holdings Board of Directors | | • Bold Eagle Acquisition Corp. • Sharecare, Inc. (former) • Screaming Eagle Acquisition Corp. (former) • Target Hospitality Corp. (former) • Falcon Capital Acquisition Corp. (former) • Diamond Eagle Acquisition Corp.(former) | | Compensation Committee Nominating and Corporate Governance Committee | | Bradley L. Soultz | | | | | Non-Independent Director Since: 2017 Age: 55 | Key Skills & Qualifications & Leadership • Industry • Public Company • Strategy • Finance The Board believes Mr. Soultz’s insight into our Company and industry from his role as our CEO, together with his leadership and business experience with multinational companies focused on “lean” practices and processes, enables him to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Mr. Soultz is CEO of WillScot Holdings and served as President and CEO of WillScot prior to the WillScot Mobile Mini merger. Prior to becoming WillScot’s President and CEO in November 2017, he served as President and CEO of Williams Scotsman International Inc. (“WSII”). He was responsible for the strategic and operational aspects of WSII’s North American business and for helping the Company transition to a publicly traded company. Before joining WSII, Mr. Soultz was the Chief Commercial and Strategy Officer of Novelis Inc., the world leader in aluminum rolling and recycling. He previously held various leadership roles with Novelis and Cummins in Europe and North America. Mr. Soultz is a graduate of Purdue University. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the WillScot Holdings Board of Directors | | None | | |

  14. Director Nominee Biographies & Qualifications

    | Michael W. Upchurch | | | | | Independent Director Since: 2020 Age: 64 | Key Skills & Qualifications & Leadership • Independence • Public Company • Strategy • Finance The Board believes Mr. Upchurch's leadership experience in business, management operations and finance, including his 15-year tenure as CFO, as well as his 35 years of leadership experience with publicly traded companies, including guiding large M&A transactions and navigating the related regulatory and integration regimes enables him to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Mr. Upchurch served as a director of Mobile Mini beginning in February 2019 and has continued as a director of the Company. He served as Executive Vice President and Chief Financial Officer for Kansas City Southern (“KCS”), a transportation holding company that has railroad investments in the U.S., Mexico and Panama linking the commercial and industrial centers of North America, prior to retiring in April 2023. Mr. Upchurch served as Chief Financial Officer at KCS since October 2008, having joined KCS in March 2008. Prior to KCS, Mr. Upchurch held various positions at Sprint, most recently as senior vice president – financial operations. He began his career as an accountant with Price Waterhouse. Mr. Upchurch is a certified public accountant and has a B.S. degree in Business Administration from Kansas State University. | | | | Other Public Company Directorships in the Last 5 Years | | Committees of the Holdings Board of Directors | | • Mobile Mini, Inc. (until merger) | | Audit Committee Nominating and Corporate Governance Committee | | Dominick Zarcone | | | | | Independent Age: 66 | Key Skills & Qualifications & Leadership • Independence • Finance • Strategy • Public Company The Board believes Mr. Zarcone's public company executive leadership, finance and corporate governance expertise, as well as his experience as a director of three public companies enable enables him to provide meaningful guidance to our Board. | | Principal Occupation & Business Experience | | | | Mr. Zarcone most recently served as President & CEO of LKQ Corporation (NASDAQ: LKQ), a leading distributor of alternative and specialty parts to repair and accessorize automobiles and other vehicles, a position he held from June 2017 to June 2024. He previously served as its Executive Vice President and Chief Financial Officer from March 2015 to May 2017. Prior to joining LKQ, Mr. Zarcone held various leadership positions at Baird Financial Group, a capital markets and wealth management company, and certain of its affiliates, including most recently as the Managing Director and Chief Financial Officer from April 2011 to March 2015, as well as the Treasurer of Baird Funds, Inc. Between February 1995 and April 2011, he was a Managing Director of the Investment Banking department of Robert W. Baird & Company, Inc. From February 1986 to February 1995, he was with the investment banking department of Kidder, Peabody & Co., most recently as Senior Vice President. He holds a B.S. in Finance from the University of Illinois at Urbana-Champaign and an M.B.A. from the University of Chicago. Mr. Zarcone was identified by our outside director search firm. The Nominating and Corporate Governance Committee then recommended him to the Board who unanimously approved his nomination to the Board, which remains subject to stockholder approval. | | | | Other Public Company Directorships in the Last 5 Years | | | | • Generac Holdings, Inc. • Meko AB • LKQ Corporation (former) | | |

  15. Director Compensation

    Director Compensation Our director compensation program is designed to compensate non-executive directors fairly for their service and to align their interests with the long-term interests of our stockholders. Every other year, the Compensation Committee reviews the compensation level of our non-executive directors and makes recommendations to the Board. In 2024, the Committee engaged independent compensation consultant Pay Governance to evaluate the compensation program relative to the director compensation programs of our executive compensation peer group. Pay Governance found that our non-executive director annual retainer was below the peer group median, while other elements of pay (e.g., committee membership, and Board and committee leadership) are appropriately positioned. In 2024, the annual compensation package for non-executive directors consisted of the following.

  16. Director Compensation

    | 2024-Type of Fee | Amount ($) | | Retainers | | | Non-Executive Chair Cash | $150,000 | | Non-Executive Chair Restricted Stock (one year vesting) | $185,000 | | Lead Independent Director Cash | $105,000 | | Lead Independent Director Stock (one year vesting) | $150,000 | | All Other Non-Executive Directors Cash | $80,000 | | All Other Non-Executive Directors Restricted Stock (one year vesting) | $150,000 | | Committee Chair / Member Cash Stipend | | | Audit Committee | $30,000 / 10,000 | | Compensation Committee | $22,500 / 7,500 | | Nominating and Corporate Governance Committee | $15,000 / 6,000 | | Meeting fees | ― |

  17. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2024. Mr. Soultz is a member of the Board but does not receive any additional compensation for services provided as a director.

  18. 2024 Non-Employee Director Compensation Table

    | Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mark S. Bartlett | $117,500 | $150,000 | $267,500 | | Erika T. Davis | $93,500 | $150,000 | $243,500 | | Gerard E. Holthaus | $130,000 | $150,000 | $280,000 | | Worthing Jackman | $0(3) | $150,000 | $150,000 | | Natalia N. Johnson | $97,500 | $150,000 | $247,500 | | Erik Olsson | $150,000 | $185,000 | $335,000 | | Rebecca L. Owen | $108,500 | $150,000 | $258,500 | | Jeff Sagansky | $93,500 | $150,000 | $243,500 | | Michael W. Upchurch | $96,000 | $150,000 | $246,000 | | (1) The amounts in this column represent annual cash retainers and fees paid during 2024. (2) The amounts reflected in this column represent the aggregate grant date fair value of the restricted stock awards computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value of the stock awards under ASC 718 is calculated based on the number of shares of our Common Stock underlying the award, multiplied by the closing price of a share of our Common Stock on the date of grant. Furthermore, non-employee directors must retain their equity grants for 12 months before their equity grants will vest. (3) Mr. Jackman was appointed to the Board in October 2024. Cash retainer $60,000 is paid in 2025. | | | |

  19. 2024 Non-Employee Director Compensation Table

    The aggregate number of shares of restricted stock issued as director compensation that were outstanding and unvested as of December 31, 2024 held by each non-employee director (in their capacity as non-employee directors) was as follows:

  20. 2024 Non-Employee Director Compensation Table

    | Director | Number of Shares of Restricted Stock Unvested as of December 31, 2024 | | Mark S. Bartlett | 3,927 | | Erika T. Davis | 3,927 | | Gerard E. Holthaus | 3,927 | | Worthing Jackman | 4,014 | | Natalia N. Johnson | 3,927 | | Erik Olsson | 4,843 | | Rebecca L. Owen | 3,927 | | Jeff Sagansky | 3,927 | | Michael W. Upchurch | 3,927 |

  21. Our Executive Compensation Program

    | Pay Element | Who Receives | Form of Delivery | Type of Performance | Performance Period | How Payout is Determined | 2024 Performance Measures | | Base Salary | All named executive officers | Cash | Short-term emphasis (fixed) | Bi-weekly | N/A | Individual | | STIP | All named executive officers | Cash | Short-term emphasis (variable) | 1 year | Pre-established formula | Adjusted EBITDA, Q4 Lease Revenue | | Performance-Based RSUs | All named executive officers | Equity | Long-term emphasis (variable) | 3 years (cliff vesting) | Pre-established formula | Relative TSR vs. S&P MidCap 400 Index | | Time-Based RSUs | All named executive officers | Equity | Long-term emphasis (variable) | 4 years (ratable annual vesting) | Stock price at each vesting date | Service Period |

  22. Key 2024 Compensation Actions

    | Compensation Component | Link to Business and Talent Strategies | 2024 Compensation Actions | | Base Salary | •Competitive base salaries help attract and retain executive talent. | •The CEO’s increase for 2024 was 4% and the increases for the other NEOs for 2024 ranged from 4% to 5.3%, to reflect role and responsibility changes and increases, respectively; strong Company performance; and for improved alignment with market compensation levels. | | Short-Term Cash Incentive Compensation | •Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance. | •Named executive officers earned annual cash incentive awards valued at 32.8% of target (Adjusted EBITDA payout below target; Q4 Lease Revenue below target). | | Long-Term Equity Incentive Compensation | •2024 annual equity-based awards consisted of Performance-Based RSUs and Time-Based RSUs. •Payouts under Performance-Based RSUs will be based on relative total shareholder return (TSR) over a 3-year period versus constituent companies in the S&P MidCap 400 Index. •Time-Based RSUs provide focus on stock price growth and support and underpin our talent retention objectives. | •The target annual equity award mix is 70% Performance-Based RSUs and 30% Time-Based RSUs for the CEO, COO, who served as our CFO during 2024, CLO and CHRO; and 65% Performance-Based RSUs and 35% Time-Based RSUs for all other named executive officers. •Performance-Based RSUs are subject to a 3-year performance period (3 years following the grant date). •Time-Based RSUs vest over four years, in equal annual installments. |

  23. Emphasis on Performance-Based Elements of Compensation

    Emphasis on Performance-Based Elements of Compensation It remains our firm belief that the majority of compensation of our senior executives should be based on our overall performance. A significant portion of our executives’ pay is incentive-based and therefore at risk. In 2024, as shown in the preceding chart, performance-linked components (Annual Performance Bonus (“STIP”) and long-term incentive compensation) were 88% of the CEO’s target total direct compensation opportunity, which we define as base salary, target STIP and target value of long-term incentive compensation. This is 78% of the average target total direct compensation opportunity for the other named executive officers.

  24. Our Governance Practices

    | We do (✔) | | | | We do not (X) | | | ✔ | Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | ✔ | Annually solicit feedback from our stockholders on compensation and governance matters | X | Offer compensation-related tax gross-ups | | ✔ | Have pre-established performance goals that are aligned with creation of stockholder value | ✔ | Have Board oversight of sustainability matters | X | Allow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees, unless approved by the Board | | ✔ | Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines | ✔ | Have Audit Committee and Compensation Committee oversight of the Company’s Enterprise Risk Management Program | X | Allow pledging of our securities by directors, officers or other employees | | ✔ | Conduct annual market comparison of executive compensation against a relevant peer group | ✔ | Elect directors by majority vote | X | Pay dividends on unearned performance-based awards (1) | | ✔ | Have double-trigger vesting for equity awards in the event of a change in control | ✔ | Grant the Board and each committee express authority to retain outside advisors | X | Pay dividends on unvested time-based awards (1) | | ✔ | Have an equity plan dilution within market practices | ✔ | Split the roles of Chair of the Board and Chief Executive Officer | X | Grant stock options with exercise prices less than the fair market values of our common stock on the grant date | | ✔ | Have robust stock ownership guidelines for executives and directors that reinforce alignment with stockholders | ✔ | Perform annual Board and committee self-evaluations | X | Reprice or buy-out underwater stock options without stockholder approval | | ✔ | Have a recoupment policy that authorizes recovery of cash and equity incentive compensation and exceeds SEC regulations | ✔ | Perform an annual review of a CEO succession plan | X | Provide reload provisions in any stock option grant | | ✔ | Have cash severance within market practices | ✔ | Perform an annual review of senior management succession planning | X | Provide defined benefit pension plans for executives | | ✔ | Provide senior executives generally the same benefits as full-time employees | ✔ | Have a Nominating and Corporate Governance Committee with oversight over the Company’s governance framework | X | Have any significant perquisites | | ✔ | Mitigate undue risks, particularly by annual review of plans, policies and practices | ✔ | Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee | | | | ✔ | Have an independent compensation consultant advising the Compensation Committee | | | | |

  25. Oversight Responsibilities for Executive Compensation

    | Compensation Committee | •Establishes executive compensation philosophy and oversees human capital management strategy. | | | •Approves incentive compensation and target performance expectations for the STIP and long-term incentive awards. | | | •Reviews NEO compensation and approves all compensation actions for the NEOs, including base salary, target and actual STIP and long-term incentive awards. | | All Board Members | •Assess performance of the CEO and provide governance oversight for other executive compensation matters, including considering the results of “Say-on-Pay” votes, receiving and considering feedback on an on-going basis from stockholders and other sources regarding executive compensation, overseeing the application of stock ownership guidelines that are applicable to the CEO, and other similar responsibilities. | | Independent Compensation Consultant – Pay Governance | •Provides independent advice, research and analytical services on a variety of subjects to the Compensation Committee, including talent and retention, compensation of executive officers, non-employee director compensation and executive compensation trends. | | | •Participates in Compensation Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings. | | | •Reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise its independence or objectivity. | | CEO and Management | •Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which reviews its recommendations and makes the final decisions, with advice from its independent consultant, as appropriate. •Responsible for the administration of the compensation program once Compensation Committee decisions are finalized. |

  26. Use of Market Data

    Use of Market Data In setting executive compensation, our Compensation Committee considers the competitive pay environment and seeks to ensure that our executives’ compensation opportunities are competitive with the market. For 2024, the Compensation Committee, working with its independent compensation consultant, Pay Governance, recommended a peer group of companies that would serve as a reference point when setting pay levels and understanding pay practices. This peer group was drawn from companies that aligned well with our business, our size (based on return on invested capital (“ROIC”), growth, free cash flow, revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and market capitalization), our industry, our customer base, and our national scope or similarity of distribution. The Compensation Committee also selected companies that may compete with us for talent, customers or both talent and customers. The Compensation Committee reviews the peer group annually and in late 2023 approved the following peer group for use in setting compensation for 2024:

  27. Use of Market Data

    | •Air Lease Corporation | • Iron Mountain Incorporated | | •Americold Realty Trust | • Lamar Advertising Company (REIT) | | •Cintas Corporation | • Republic Services, Inc. | | •Clean Harbors, Inc. | • Stericycle, Inc. | | •CubeSmart | • Triton International Limited | | •Extra Space Storage Inc. | • UniFirst Corporation | | •GATX Corporation | • United Rentals, Inc. | | •GFL Environmental Inc. | • Waste Connections | | •Herc Holdings Inc. | |

  28. Use of Market Data

    The group reflects the complexities of our business, including our long-duration lease portfolio and emphasis on and expertise developing turnkey space and storage solutions. Our business also uses long-lived assets, due to our ability to lease a unit, renew and refurbish it upon return, and reuse it up to seven times or more over a 20- to 30-year period. Finally, as we continue to scale and grow our business, we updated the peer group to include larger peers than we had included in the past. Because there is limited information on positions other than the CEO and CFO in the peer group data, the Compensation Committee also reviews data from national survey sources related to general industry when it considers the market competitiveness of named executive officer compensation levels or market practices. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee are general and not specific to any particular subset of companies. The Compensation Committee does not target a specific competitive position versus the peer group or other survey data in determining the compensation of our named executive officers. Instead, the compensation practices of the peer group and the Company’s industry survey information are two data points that the Compensation Committee considers, in addition to pay for performance and the other principles of our compensation program, in seeking to establish compensation for our executive officers that best furthers our performance objectives and stockholder interests.

  29. Short-Term Incentive Plan

    Short-Term Incentive Plan Our annual STIP rewards employees for achieving critical business and financial goals that are key indicators of operational performance. The Compensation Committee establishes performance goals for the STIP at the beginning of each fiscal year. Where minimum threshold performance targets are satisfied, annual incentive payments can range from 0% to 200% of the target award opportunity, based on performance relative to the performance goals, as determined by the Compensation Committee.

  30. 2024 STIP Target Award Percentages

    2024 STIP Target Award Percentages The Compensation Committee reviews our STIP opportunities each year to ensure that they are competitive. For 2024, the Compensation Committee granted STIP awards to our named executive officers with the target levels expressed as the following percentages of the corresponding base salaries:

  31. 2024 STIP Target Award Percentages

    | Executive Officer | 2024 Target Percentage of Base Salary | 2023 Target Percentage of Base Salary | Year Over Year Change | | Bradley L. Soultz | 150% | 150% | N/A | | Timothy D. Boswell | 125% | 125% | N/A | | Hezron T. Lopez | 100% | 90% | 11%(1) | | Felicia K. Gorcyca | 75% | 75% | N/A | | Graeme Parkes | 75% | 75% | N/A | | Sally J. Shanks | 50% | 50% | N/A |

  32. 2024 STIP Target Award Percentages

    (1) Following an updated competitive market review of similar positions, a review of pay alignment among executives and based on individual performance, the Compensation Committee approved this target STIP increase for Mr. Lopez in 2024.

  33. 2024 STIP Performance Goals and Actual Performance

    2024 STIP Performance Goals and Actual Performance The Compensation Committee undertook a rigorous review and analysis to establish the 2024 performance goals under the STIP. The Committee established the performance levels such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The target performance goals aligned with our annual operating plan. The Compensation Committee determined the 2024 STIP awards for our named executive officers using the following framework, with the STIP payout based on the Target/Payout Table that appears below:

  34. 2024 STIP Performance Goals and Actual Performance

    | Base SalaryX | Target PercentageX | Payout Percentage | = | Annual Cash Incentive Award |

  35. 2024 STIP Performance Goals and Actual Performance

    | STIP Target/Payout Table | | | Financial Performance Achievement Percentage | Payout Percentage | | Below 90% | 0% | | 90% | 50% | | 100% | 100% | | Above or equal to 120% | 200% |

  36. Annual Cash Earned

    | Measure | Weighting | Rationale for Measure | Payout Range(2) | | Adjusted EBITDA | 70%(1) | Adjusted EBITDA reflects our operating performance and is a key measure for our investors. We calculate the measure on a semi-annual basis (with the first-half and second-half performance equally weighted at 35%). | 50% - 200% | | Q4 Lease Revenue | 30%(1) | Q4 Lease Revenue provides for clearer alignment and motivation to drive run-rate revenues headed into the subsequent plan year. The measure is derived coincidental with the annual budget process. | 50% - 200% |

  37. Annual Cash Earned

    (1) The weighting percentage for Adjusted EBITDA may be lower for certain employees at the vice president level and below. For those employees, the weighting percentage for Q4 Lease Revenue may be higher. (2) Performance below 90% of the target performance goals results in a 0% payout. The threshold, target and maximum performance and payout opportunities under the 2024 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:

  38. Annual Cash Earned

    | | Weighting | Threshold | Target | Maximum | Actual | % of Target Achieved | Payout % | | Payout % | 100% | 50% | 100% | 200% | | | | | Adjusted EBITDA – First Half ($ millions) | 35% | $466.0 | $517.8 | $621.4 | $511.5 | 98.8% | 93.9% | | Adjusted EBITDA – Second Half ($ millions) | 35% | $567.0 | $630.0 | $756.0 | $552.8 | 87.7% | 0.0% | | Q4 Lease Revenue ($ millions) | 30% | $479.1 | $532.3 | $638.8 | $466.3 | 87.6% | 0.0% | | Weighted Average Payout: 32.86% | | | | | | | |

  39. Annual Cash Earned

    | Executive Officer | Target STIP Opportunity | Payout % of Target | STIP Earned | | Bradley L. Soultz | $1,527,927 | 32.86% | $502,153 | | Timothy D. Boswell | $852,315 | 32.86% | $280,113 | | Hezron T. Lopez | $575,000 | 32.86% | $188,974 | | Felicia K. Gorcyca | $351,000 | 32.86% | $115,356 | | Graeme Parkes | $340,704 | 32.86% | $111,972 | | Sally J. Shanks | $213,200 | 32.86% | $70,068 |

  40. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards For 2024, for our annual grants, each of our named executive officers received a long-term equity incentive target grant denoted in terms of a dollar value, which we allocated between Performance-Based RSUs and Time-Based RSUs. We provide details on the types of equity awards we granted in the table below.

  41. 2024 Long-Term Incentive Awards

    | Annual Equity Award | Target Weighting | Rationale and Key Features | | Performance-Based RSUs | 70% for CEO, COO (who served as our CFO during 2024), CLO and CHRO, 65% for all other NEOs | •Incentivize NEOs to achieve specific measurable stock price performance over a three-year performance period. •Performance will be measured relative to constituent companies in the S&P MidCap 400 Index as of the date of grant. •Earned shares vest and are issued at the end of the three-year performance cycle and range from 0% for below threshold performance to 200% of the target number of shares for maximum performance. | | Time-Based RSUs | 30% for CEO, COO (who served as our CFO during 2024), CLO and CHRO, 35% for all other NEOs | •Align pay and Company performance as reflected in our stock price. •Encourage retention of our executive officers’ services and promote ownership by our executives in Company stock. •Time-Based RSUs vest in one-fourth installments at the end of each of the first four years following grant. |

  42. 2024 Long-Term Incentive Awards

    The Compensation Committee annually considers various alternative performance-based metrics including, but not limited to, financial return metrics such as ROIC. We believe sustained and improving financial returns correlate to long-term stockholder value creation. While ROIC is a critical financial metric for the Company and underpins our human and financial capital allocation decisions, we believe relative TSR reflects both the effect of sustained and improving financial returns along with continued robust growth. Payouts under the Performance-Based RSUs that we granted in 2024 will be based solely on our TSR performance relative to the constituents in the S&P 400 MidCap Index. We believe that relative TSR aligns our NEOs’ long-term incentive compensation with our stockholders. In addition to relative TSR, the Committee also considers key financial metrics (e.g., ROIC, EBITDA) when sizing the awards for NEOs as the growth and improvement in these metrics is highly correlated to our stock price performance. The table below sets forth the 2024 LTIP performance thresholds (based on relative TSR) relative to constituent companies in the S&P MidCap 400 Index and corresponding payout for Performance-Based RSUs.

  43. 2024 Long-Term Incentive Awards

    | Financial Performance Achievement | Payout Percentage | | <25th Percentile | 0% | | 25th Percentile | 50% (Threshold) | | 50th Percentile | 100% (Target)(1) | | 85th Percentile | 200% (Maximum) | | >85th Percentile | 200% |

  44. 2024 Long-Term Incentive Awards

    (1) If relative TSR is negative, the maximum payout percentage is 100%. The Compensation Committee approved the following grants of Performance-Based RSUs and Time-Based RSUs to our named executive officers for 2024:

  45. 2024 Long-Term Incentive Awards

    | Executive officer | Performance-Based RSUs | | | | | Time-Based RSUs | | | | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | Award (#) | Target Value ($) | Award (#) | Target Value ($) | | Bradley L. Soultz | 32,354 | 64,708 | 129,416 | 64,708 | $3,150,000 | 27,732 | $1,350,000 | | Timothy D. Boswell | 12,942 | 25,883 | 51,766 | 25,883 | $1,260,000 | 11,093 | $540,000 | | Hezron T. Lopez | 10,785 | 21,569 | 43,138 | 21,569 | $1,050,000 | 9,244 | $450,000 | | Felicia K. Gorcyca | 9,478 | 18,955 | 37,910 | 18,955 | $922,729 | 4,622 | $225,000 | | Graeme Parkes | 5,007 | 10,014 | 20,028 | 10,014 | $487,500 | 5,392 | $262,500 | | Sally J. Shanks | 2,337 | 4,673 | 9,346 | 4,673 | $227,500 | 2,516 | $122,500 |

  46. Other Outstanding Performance-Based RSUs

    Other Outstanding Performance-Based RSUs Below is the status of each of the Company’s outstanding performance-based equity awards as of December 31, 2024. Final actual results may differ and will continue to be monitored and calculated until the end of each award’s applicable performance period.

  47. Other Outstanding Performance-Based RSUs

    | Award | Performance Period (1) | Performance Metric | Payout Tracking as % of Target (as of 12/31/2024) | | 2024 Annual | 2/22/2024 – 2/22/2026 | Relative TSR | 0% | | 2023 Annual | 2/24/2023 - 2/24/2026 | Relative TSR | 0% | | 2022 Annual | 3/1/2022 – 3/1/2025 | Relative TSR | 81%(2) | | 2021 CEO 2021 President/COO | 9/7/2021 – 3/1/2026 9/7/2021 – 7/1/2026 | Share Price Goals Share Price Goals | 96% (3)(4) 96% (3)(5) |

  48. Other Outstanding Performance-Based RSUs

    (1)Date range shown for the 2021 awards reflects the vesting period and the performance period is embedded within this range. The measurement date for performance is defined as the final date of the 60 consecutive trading days immediately following the date on which third quarter results for each of 2022, 2023, 2024 and 2025 are filed. (2)Actual payout 76.96% of target was certified, as of the performance period ending March 1, 2025, by the Compensation Committee on April 4, 2025. (3)Shares are notionally earned based on stock price attainment thresholds at four annual test periods. On February 10, 2023, the Compensation Committee ratified the stock price attainment of the $45.00 per share threshold calculated as the share price over a period of 60 consecutive trading days following the filing of the Company’s fiscal 2022 third quarter results with an attainment of $46.40 per share. Shares subject to this stock price attainment have been notionally earned but are still subject to continued service and time-based vesting conditions (March 1, 2026 for the CEO and July 1, 2026 for the President/COO). The following table sets forth the cumulative number of shares that shall be earned the CEO and President/COO, respectively, based upon achievement of the corresponding share price over a period of 60 consecutive trading days following the filing of the Company’s fiscal third quarter results.

  49. Other Outstanding Performance-Based RSUs

    | Share Price | President & COO Cumulative No. of Restricted Stock Units | CEO Cumulative No. of Restricted Stock Units | | $42.50 | 82,353 | 105,882 | | $45.00 | 163,333 | 210,000 | | $47.50 | 243,158 | 312,632 | | $50.00 | 322,000 | 414,000 | | $52.50 | 393,333 | 505,714 | | $55.00 | 458,182 | 589,091 | | $57.50 | 517,391 | 665,217 | | $60.00 | 583,334 | 750,000 |

  50. Employment Agreements & Individual Compensation Decisions

    Employment Agreements & Individual Compensation Decisions We have entered into employment agreements or compensation letters with each of our current named executive officers as summarized below. The employment agreements or compensation letters do not provide for any gross-ups with respect to any excise tax imposed by Section 280G of the Code. In the event that any payments under the employment agreements or offer letters would subject the executive officer to the excise tax under Section 280G of the Code, the amounts payable to the executive officer will be reduced to the level at which the excise tax will not apply, but only if such reduction would result in a greater after-tax amount to the participating executive officer.

  51. Bradley L. Soultz, Chief Executive Officer

    Bradley L. Soultz, Chief Executive Officer Effective February 27, 2025, the Board approved a 3% increase in salary for Mr. Soultz for 2025, but he declined it and his annual salary remains at $1,018,618. He is eligible for a target short-term incentive bonus of $1,527,927, or 150% of his annual base salary, and annual long-term incentive awards with a target grant date value of $4,500,000, 30% in the form of Time-Based RSUs vesting ratably over four years and 70% in the form of Performance-Based RSUs vesting over three years. Mr. Soultz’s STIP and LTIP levels remained unchanged. On March 1, 2020, in connection with the WillScot Mobile Mini merger, the Company entered into an employment agreement with Mr. Soultz, which became effective upon the completion of the merger. On September 8, 2021, we amended Mr. Soultz’s agreement to include an additional 48 months to end March 1, 2026. The amendment also extended the non-compete period from 12 to 24 months. As of September 8, 2021, the amended agreement also contemplated an additional retention and performance incentive award consisting of a target number of 312,632 Performance-Based RSUs. The actual number of units that will vest and become unrestricted will be determined in accordance with the performance results as set in the agreement and may range from 0 to 750,000 units. The units will become vested and unrestricted on the vesting date, March 1, 2026. This performance-based grant had no intrinsic value at grant and would not become eligible to vest unless the Company’s share price reaches at least $42.50 during the performance period. The performance-based grant begins to qualify for vesting at $42.50 per share, with maximum earning potential if the share price exceeds $60.00 per share during the contract extension period. Related to the September 2021 Performance-Based RSU grants, on February 10, 2023, the Compensation Committee ratified the stock price attainment, following the first of four annual test periods, each of which coincides with the 60-day average price following the Company’s filing of its third quarter results. FTI Consulting, Inc. performed the calculation, which utilized share price thresholds as the primary performance criteria. Following such ratification, the Committee approved the earned but not vested equity associated with the September 2021 Performance-Based RSU grants. Mr. Soultz surpassed the attainment of the $45.00 per share threshold calculated as the share price over a period of 60 consecutive trading days following the filing of the Company’s third quarter 2023 results with an attainment of $46.40 per share. We permit limited personal use of company-provided aircraft by our CEO or any other employee approved by the CEO, in accordance with our Non-Commercial Aircraft Usage Policy. Under this policy, the CEO may use such aircraft for personal travel for up to 37.5 hours per calendar year. Any personal use by the CEO beyond this amount requires prior approval from the Chairman of the Board. The CEO, or any other employee approved for personal use, is required to reimburse the Company for the aggregate incremental cost to the Company associated with each personal flight, consistent with applicable FAA regulations. Business use of the aircraft takes priority over any personal travel.

  52. Timothy D. Boswell, President and Chief Operating Officer

    Timothy D. Boswell, President and Chief Operating Officer As previously disclosed, effective January 1, 2025, we promoted Mr. Boswell to COO from CFO, and his annual salary was increased from $651,852 to $800,000 and his target grant value of annual equity awards for 2025 was set at $2,200,000, 70% of which will be in PSUs vesting over three years and 30% in RSUs vesting in four equal annual installments. He is eligible for a target short-term incentive bonus of $1,000,000, or 125% of his annual base salary. On March 1, 2020, in connection with the WillScot Mobile Mini merger, the Company entered into an employment agreement with Mr. Boswell, effective as of March 1, 2020. On September 8, 2021, we amended Mr. Boswell’s agreement to include an additional 39 months to end July 1, 2026, after which point the agreement will automatically renew for successive one-year periods. The agreement also includes non-compete and employment non-solicitation provisions for 12 months post-termination of employment. In connection with Mr. Boswell’s promotion to COO, we entered into an amended and restated employment agreement with him, which provided for an increased salary and established his target grant value of annual equity awards for 2025 as we describe above. Other than the changes that we describe above, the terms of Mr. Boswell’s prior employment agreement remain in effect. As of September 8, 2021, Mr. Boswell’s agreement also contemplated an additional retention and performance incentive award consisting of a target number of 243,158 Performance-Based RSUs. The actual number of Restricted Stock Units that will vest and become unrestricted will be determined in accordance with the performance results as set in the agreement and may range from 0 to 583,334 units. The units will become vested and unrestricted on the vesting date, July 1, 2026. This performance-based grant had no intrinsic value at grant and would not become eligible to vest unless the Company’s share price reaches at least $42.50 during the performance period. The performance-based grant begins to qualify for vesting at $42.50 per share, with maximum earning potential if the share price exceeds $60.00 per share during the contract extension period. Related to the September 2021 Performance-Based RSU grants, on February 10, 2023, the Compensation Committee ratified the stock price attainment, following the first of four annual test periods, each of which coincides with the 60-day average price following the Company’s filing of its third quarter results. FTI Consulting Inc. performed the calculation, which utilized share price thresholds as the primary performance criteria. Following such ratification, the Committee approved the earned but not vested equity associated with the September 2021 Performance-Based RSU grants. Mr. Boswell surpassed the attainment of the $45.00 per share threshold calculated as the share price over a period of 60 consecutive trading days following the filing of the Company’s third quarter 2023 results with an attainment of $46.40 per share.

  53. Graeme Parkes, Executive Vice President – Chief Information Officer

    Graeme Parkes, Executive Vice President – Chief Information Officer As previously disclosed, Mr. Parkes’s employment ended effective December 31, 2024. As a result of his departure effective December 31, 2024, Mr. Parkes’s employment agreement entitled him to certain benefits, which included (i) payment of his 2024 annual bonus based on actual performance which amounted to $111,972.36, (ii) continued payment of his then current base salary on the regular payroll cycle for 18 months, which was reduced to 9 months by mutual agreement and will amount to $340,704, (iii) a lump sum payment of $75,000 by mutual agreement, (iv) the continued vesting of all outstanding equity awards through September 30, 2025, and (vi) continued health benefits for 12 months paid as a lump sum in the amount of $21,441.16. All such payments were or will be made in 2025. In connection with Mr. Parkes's departure, the non-compete and non-solicitation protections in his employment agreement were extended from 18 months to 36 months.

  54. Sally J. Shanks, Senior Vice President – Chief Accounting Officer

    Sally J. Shanks, Senior Vice President – Chief Accounting Officer Effective February 27, 2025, the Board provided a 3% increase in annual base salary for Ms. Shanks for 2025 to $439,192. She is eligible for a target short-term incentive bonus of $219,596, or 50%, of her annual base salary, and annual long-term incentive awards with a target grant value of $350,000, with 35% in the form of Time-Based RSUs vesting ratably over four years and 65% in the form of Performance-Based RSUs vesting over three years. Ms. Shanks’s STIP and LTIP levels remain unchanged.

  55. Policies and Practices Relating to the Timing of Equity Awards

    Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  56. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table shows compensation awarded or paid to, or earned by, the individuals who served as executive officers during 2024, for the fiscal years ended December 31, 2024, 2023 and 2022.

  57. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Options Awards | Non-Equity Plan Compensation(4) | All Other Compensation(5) | Total | | Bradley L. Soultz Chief Executive Officer | 2024 | $1,008,070 | $— | $5,659,553 | $— | $502,153 | $24,660 | $7,194,436 | | | 2023 | $967,745 | $— | $5,665,871 | $— | $1,723,971 | $34,062 | $8,391,649 | | | 2022 | $934,615 | $— | $5,103,737 | $— | $2,517,372 | $39,074 | $8,594,799 | | Timothy D. Boswell President and Chief Operating Officer(6) | 2024 | $674,792 | $— | $2,263,808 | $— | $280,113 | $24,493 | $3,243,205 | | | 2023 | $647,112 | $— | $2,266,321 | $— | $961,674 | $30,355 | $3,905,461 | | | 2022 | $623,077 | $— | $2,041,503 | $— | $1,398,540 | $35,131 | $4,098,252 | | Hezron T. Lopez EVP, Chief Legal & Compliance Officer & ESG | 2024 | $567,193 | $— | $1,886,495 | $— | $188,974 | $69,228 | $2,711,889 | | | 2023 | $540,346 | $— | $2,237,453 | $— | $576,628 | $190,997 | $3,545,425 | | | 2022 | $508,020 | $— | $1,495,497 | $— | $847,193 | $51,292 | $2,902,001 | | Felicia K. Gorcyca EVP, Chief Human Resources Officer(7) | 2024 | $463,154 | $— | $1,487,403 | $— | $115,356 | $30,323 | $2,096,236 | | | 2023 | $216,346 | $— | $— | $— | $231,021 | $9,659 | $457,027 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Graeme Parkes Former EVP, Chief Information Officer(8) | 2024 | $449,568 | $— | $929,432 | $— | $111,972 | $495,997 | $1,986,970 | | | 2023 | $432,277 | $— | $1,908,803 | $— | $384,419 | $23,763 | $2,749,262 | | | 2022 | $418,653 | $— | $1,439,256 | $— | $564,795 | $16,590 | $2,439,294 | | Sally J. Shanks SVP, Chief Accounting Officer | 2024 | $421,984 | $— | $433,722 | $— | $70,068 | $17,082 | $942,856 | | | 2023 | $396,538 | $— | $1,045,656 | $— | $240,555 | $21,603 | $1,704,353 | | | 2022 | $359,424 | $— | $653,543 | $— | $322,740 | $33,203 | $1,368,911 |

  58. Summary Compensation Table for Fiscal Year 2024

    (1) Amounts in this column represent the dollar value of base salary we paid to our named executive officers. (2) Amounts in this column represent discretionary bonuses, retention bonuses and signing bonuses. (3) Amounts in this column for 2024 represent the aggregate grant fair value calculated at target in accordance with ASC 718 with respect to restricted stock unit grants to our named executive officers in March under our 2024 Incentive Award Plan (“LTIP”). For the assumptions used in determining these values, see Note 1 to our 2024 audited financial statements contained in our 2024 Annual Report. The grant fair value calculated at maximum performance for Messrs. Soultz, Boswell and Lopez, Ms. Gorcyca, Mr. Parkes and Ms. Shanks was $8,619,105.60, $3,447,615.60, $2,872,990.80, $2,524,806, $1,337,461.20, and $622,443.60, respectively. (4) Amounts in this column represent payments under our STIP for 2024. (5) Amounts in this column for 2024 are set forth in the table below. (6) Mr. Boswell served as CFO during all of 2024 before being promoted to COO effective January 1, 2025. Matthew Jacobsen was appointed CFO effective January 1, 2025. (7) Ms. Gorcyca was appointed CHRO in June 2023. (8) Mr. Parkes’ employment ended effective December 31, 2024.

  59. Summary Compensation Table for Fiscal Year 2024

    | Name | Employer 401(k) Contributions | Life and Supplemental Individual Disability Insurance Premiums | Other Allowance | Severance | Total | | Bradley L. Soultz | $15,525 | $9,135 | $— | | $24,660 | | Timothy D. Boswell | $15,525 | $8,968 | $— | | $24,493 | | Hezron T. Lopez | $15,525 | $3,703 | $50,000 | | $69,228 | | Felicia K. Gorcyca | $15,525 | $14,798 | $— | | $30,323 | | Graeme Parkes | $15,525 | $3,141 | $— | $477,331(1) | $495,997 | | Sally J. Shanks | $14,373 | $2,709 | $— | | $17,082 |

  60. Summary Compensation Table for Fiscal Year 2024

    (1) As a result of his departure effective December 31, 2024, Mr. Parkes’s employment agreement entitled him to certain benefits, which included (i) payment of his 2024 annual bonus based on actual performance which amounted to $111,972.36, (ii) continued payment of his then current base salary on the regular payroll cycle for 18 months, which was reduced to 9 months by mutual agreement and will amount to $340,704, (iii) a lump sum payment of $75,000 by mutual agreement, (iv) the continued vesting of all outstanding equity awards through September 30, 2025, and (vi) continued health benefits for 12 months paid as a lump sum in the amount of $21,441.16. All such payments were or will be made in 2025. In connection with Mr. Parkes's departure, the non-compete and non-solicitation protections in his employment agreement were extended from 18 months to 36 months.

  61. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table sets forth information regarding all grants of plan-based awards that we made to our NEOs during 2024. The information supplements the disclosure of stock and non-equity incentive plan awards in the Summary Compensation Table by providing additional details about these awards. Non-equity incentive plan awards are awards that are not subject to ASC 718 and are intended to serve as an incentive for performance to occur over a specified period.

  62. Grants of Plan-Based Awards for Fiscal Year 2024

    | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (PSU)(1) | | | Awards | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) RSU Only | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Bradley L. Soultz | 2/22/2024 | $0 | $1,527,927 | $3,055,854 | | | | | | | | | | 2/22/2024 | | | | 32,354 | 64,708 | 129,416 | | | | $4,309,599 | | | 2/22/2024 | | | | | | | 27,732 | | | $1,350,000 | | Timothy D. Boswell | 2/22/2024 | $0 | $852,315 | $1,704,631 | | | | | | | | | | 2/22/2024 | | | | 12,941 | 25,883 | 51,766 | | | | $1,723,808 | | | 2/22/2024 | | | | | | | 11,093 | | | $540,000 | | Hezron T. Lopez | 2/22/2024 | $0 | $575,000 | $1,150,000 | | | | | | | | | | 2/22/2024 | | | | 10,784 | 21,569 | 43,138 | | | | $1,436,495 | | | 2/22/2024 | | | | | | | 9,244 | | | $450,000 | | Felicia K. Gorcyca | 2/22/2024 | $0 | $351,000 | $702,000 | | | | | | | | | | 2/22/2024 | | | | 9,477 | 18,955 | 37,910 | | | | $1,262,403 | | | 2/22/2024 | | | | | | | 4,622 | | | $225,000 | | Graeme Parkes | 2/22/2024 | $0 | $340,704 | $681,408 | | | | | | | | | | 2/22/2024 | | | | 5,007 | 10,014 | 20,082 | | | | $666,932 | | | 2/22/2024 | | | | | | | 5,392 | | | $262,500 | | Sally J. Shanks | 2/22/2024 | $0 | $213,200 | $426,400 | | | | | | | | | | 2/22/2024 | | | | 2,336 | 4,673 | 9,346 | | | | $311,222 | | | 2/22/2024 | | | | | | | 2,516 | | | $122,500 |

  63. Grants of Plan-Based Awards for Fiscal Year 2024

    (1)The grant date fair value of each award share was $66.60. (2)Values are calculated in accordance with ASC 718.

  64. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table presents certain information concerning equity awards that our named executive officers held as of December 31, 2024.

  65. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Options Unexercised and Exercisable | Number of Securities Underlying Options Unexercised and Unexercisable | Option Exercise Price | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Timothy D. Boswell | 125,691(2) | | $13.60 | March 20, 2028 | 31,821 | $1,064,412 | 329,336 | $11,016,289 | | Hezron T. Lopez | N/A | | N/A | N/A | 19,825 | $663,146 | 78,146 | $2,613,984 | | Felicia K. Gorcyca | N/A | | N/A | N/A | 4,622 | $154,606 | 18,955 | $634,045 | | Graeme Parkes | 6,070 | | $17.79 | January 22, 2025 | 2,641 | $88,341 | 0 | $0 | | | 6,430 | | $10.91 | January 20, 2026 | | | | | | | 15,618 | | $13.54 | February 1, 2027 | | | | | | | 13,601 | | $12.19 | July 19, 2027 | | | | | | | 2,847 | | $12.19 | February 1, 2028 | | | | | | | 3,268 | | $13.54 | February 1, 2028 | | | | | | | 6,429 | | $10.91 | February 4, 2029 | | | | | | | 4,533 | | $12.19 | February 4, 2029 | | | | | | | 5,206 | | $13.54 | February 4, 2029 | | | | | | | 4,533 | | $12.19 | January 28, 2030 | | | | | | | 5,206 | | $13.54 | January 28, 2030 | | | | | | Sally J. Shanks | N/A | | N/A | N/A | 6,479 | $216,689 | 31,321 | $1,047,687 |

  66. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1) Market value was calculated based upon the closing price of the shares of Common Stock on Nasdaq of $33.45 on December 31, 2024, the last trading day of the Company’s last completed fiscal year. (2) Consists of stock options awarded on March 20, 2018. Each stock option represents the right upon vesting to buy one share of Common Stock.

  67. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024

  68. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Bradley L. Soultz | — | $— | 247,303 | $11,277,653 | | Timothy D. Boswell | — | $— | 85,254 | $4,007,807 | | Hezron T. Lopez | — | $— | 63,256 | $3,018,402 | | Felicia K. Gorcyca | N/A | N/A | N/A | N/A | | Graeme Parkes | 1,301 | $48,566 | 78,111 | $3,239,789 | | Sally J. Shanks | — | $— | 27,220 | $1,285,728 |

  69. Option Exercises and Stock Vested in Fiscal Year 2024

    (1) Value for shares acquired on vesting are pre-tax value.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table discloses potential payments and benefits under our compensation benefit plans and agreements with the named executive officers, other than Mr. Parkes, in each situation in the table below assuming that the termination of employment or change in control of our Company occurred on December 31, 2024, the last business day of our fiscal year, and that our Common Stock was valued at the closing market price as of December 31, 2024 of $33.45. The prorated bonus payout assumes full year exit maximum on December 31 of the year. The actual amount of payments and benefits can only be determined at the time of such a termination or change in control, and therefore the actual amounts would vary from the estimated amounts in the tables below. In addition, the amount of payments and benefits that named executive officers would actually receive may be materially less than the estimated amounts in the tables below because all such amounts in the tables below are on a pre-tax basis. As we previously disclosed, Mr. Parkes departed from the Company effective December 31, 2024. In connection with his departure, Mr. Parkes will be entitled to receive certain benefits consistent with his amended and restated employment agreement with the Company, and the table below reflects those benefits. Descriptions of the circumstances that would trigger payments or benefits to the named executive officer, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits and other material factors regarding such plans and agreements, as well as other material assumptions we have made in calculating the estimated compensation, follow these tables.

  71. Potential Payments Upon Termination or Change in Control

    | Name(1) | Termination by Death ($) | Termination by Disability ($) | Termination by Company without Cause or by Executive for Good Reason ($) | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | | Bradley L. Soultz | | | | | | Severance | $1,018,618 | $— | $5,093,089 | $6,621,016 | | Pro Rata Bonus | $502,153 | $502,153 | $502,153 | $502,153 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $20,410,822 | $20,410,822 | $13,275,079 | $13,275,079 | | Insurance | $— | $17,732 | $35,464 | $35,464 | | Total | $21,931,593 | $20,930,707 | $18,905,785 | $20,433,712 | | Timothy D. Boswell | | | | | | Severance | $681,852 | $— | $2,301,252 | $4,772,966 | | Pro Rata Bonus | $280,113 | $280,113 | $280,113 | $280,113 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $12,080,702 | $12,080,702 | $9,226,418 | $9,226,418 | | Insurance | $— | $24,387 | $36,581 | $36,581 | | Total | $13,042,667 | $12,385,202 | $11,844,364 | $14,316,079 | | Hezron T. Lopez | | | | | | Severance | $575,000 | $— | $1,725,000 | $2,587,501 | | Pro Rata Bonus | $188,974 | $188,974 | $188,974 | $188,974 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $3,277,130 | $3,277,130 | $686,113 | $686,113 | | Insurance | — | $25,209 | $37,814 | $37,814 | | Total | $4,041,104 | $3,491,313 | $2,637,901 | $3,500,401 | | Felicia K. Gorcyca | | | | | | Severance(3) | $468,000 | $ | $819,000 | $819,000 | | Pro Rata Bonus | $115,356 | $115,356 | $115,356 | $115.356 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $788,651 | $788,651 | $1,417,009 | $788,651 | | Insurance | $ | $24,387 | $24,387 | $36,581 | | Total | $1,372,007 | $928,394 | $2,375,753 | $1,759,588 | | Sally J. Shanks | | | | | | Severance(4) | $— | $— | $319,800 | $319,800 | | Pro Rata Bonus | $— | $— | $70,068 | $70,068 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $— | $— | $— | $10,695 | | Insurance | $— | $— | $— | $— | | Total | $— | $— | $389,868 | $400,564 |

  72. Potential Payments Upon Termination or Change in Control

    (1)As noted above, as a result of his departure effective December 31, 2024, Graeme Parkes’s employment agreement entitled him to certain benefits, which included (i) payment of his 2024 annual bonus based on actual performance which amounted to $111,972.36, (ii) continued payment of his then current base salary on the regular payroll cycle for 18 months, which was reduced to 9 months by mutual agreement and will amount to $340,704, (iii) a lump sum payment of $75,000 by mutual agreement, (iv) the continued vesting of all outstanding equity awards through September 30, 2025, and (vi) continued health benefits for 12 months paid as a lump sum in the amount of $21,441.16. All such payments were or will be made in 2025. (2)Includes performance-based RSU's at target performance. (3)$1,053,000 in the case of termination without cause. (4)Only payable in the case of Termination by Company without Cause (with or without a Change in Control).

  73. 2024 CEO to Median Employee Pay Ratio

    2024 CEO to Median Employee Pay Ratio In accordance with SEC rules, the Company is required to determine the ratio of the CEO’s annual total compensation (under the Summary Compensation Table definition) to that of the Company’s median employee. Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Soultz and the ratio of those two values for the year ended December 31, 2024: •The annual total compensation of the employee identified as the median employee of the Company (other than our CEO) was $67,580.21. •The annual total compensation of Mr. Soultz as disclosed in the Summary Compensation Table above was $7,194,436.14 and •The ratio of the annual total compensation of Mr. Soultz to the annual total compensation of our median employee was 106.5:1. In determining the median employee for 2024, we used our employee population as of December 31, 2024, and, in accordance with SEC rules, excluded the CEO to arrive at the median employee consideration pool. We then measured compensation for this population based on gross wages for the period January 1, 2024, to December 31, 2024. We also annualized gross wages for those employees who were not employed for the full January 1, 2024, to December 31, 2024, period. International employee pay was converted to U.S. dollars using the applicable exchange rates at the close of business on December 31, 2024. We calculated 2024 annual total compensation for our median employee using the same methodology that we use to determine our CEO’s annual total compensation for the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  74. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. As discussed in our Compensation Discussion and Analysis, our pay-for-performance philosophy aligns our executive officers’ compensation with our short-term and long-term objectives as well as emphasizing stockholder value creation. While the Compensation Committee did not use the information provided below to determine compensation for our NEOs for 2024, the results are aligned with this philosophy. We have grown Adjusted EBITDA from continuing and discontinued operations, the primary metric of our short-term cash incentive plan, from $534 million in 2020 to $740 million in 2021 to $970 million in 2022 and further to $1.06 billion in 2023, year-over-year increases of 39%, 31% and 9%, respectively. Our stockholders have seen a return of 141% over this four-year period; outperforming both our indexed peer group and the broader S&P 400 Index. In turn, our NEOs’ compensation, which is primarily equity-based, has appreciated compared to the values when they were first awarded. In 2024, Adjusted EBITDA was flat compared to 2023 and share price declined, resulting in a significant loss of value for our executives as illustrated by the negative Compensation Actually Paid (CAP) figures. CAP has been determined under the SEC-defined methodology and the figures below do not represent compensation actually realized. However, for equity-based compensation, in addition to equity that has vested in the applicable year, CAP includes the change in fair value for unvested awards. Importantly, these unvested award values have not actually been earned or realized by the executives. For Messrs. Soultz and Boswell, CAP values include the special one-time Performance-Based RSU awards granted in 2021, which have served to both retain and motivate them thus far in the execution of our long-term strategic plan.

  75. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income(4) ($ millions) | Adjusted EBITDA(5) ($ millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $7,194,436 | $(14,062,706) | $2,181,904 | $(2,070,640) | $180.91 | $224.26 | $28 | $1,063 | | 2023 | $8,391,649 | $4,663,073 | $2,472,306 | $1,619,850 | $240.67 | $188.04 | $476 | $1,061 | | 2022 | $8,594,799 | $20,813,067 | $2,444,495 | $4,501,198 | $244.29 | $151.37 | $340 | $970 | | 2021 | $17,660,600 | $47,137,307 | $4,713,101 | $8,546,475 | $220.88 | $161.27 | $160 | $740 | | 2020 | $6,276,605 | $9,893,532 | $2,009,027 | $3,024,177 | $125.31 | $114.85 | $74 | $534 |

  76. Pay Versus Performance Disclosure

    (1) Our principal executive officer (PEO) for 2020-2024 is Mr. Soultz. The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: Mr. Boswell (2020-2024), Mr. Lopez (2020-2024), Ms. Shanks (2020-2024), Mr. Parkes (2022-2024), Ms. Gorcyca (2023-2024), Mr. Christopher J. Miner (2020-2022), and Mr. Kelly Williams (2020-2021). (2) The following amounts were deducted from or added to total compensation in the Summary Compensation Table (SCT) in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.