DEF 14A of WillScot Holdings Corp, Apr 22, 2026

DEF 14A of WillScot Holdings Corp

Filed Apr 22, 2026 · FY20250001647088-26-000021

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Proposal Snapshot | | What Am I Voting On? | | Stockholders are being asked to elect nine directors to the Board of Directors for a one-year term. | | Voting Recommendation: FOR the election of each of the Board’s director nominees named in this Proxy Statement. |

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    The Board currently consists of 11 members. In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the following current directors to stand for re-election for a one-year term expiring at the 2027 annual meeting of stockholders or until their successor is duly elected and has been qualified, or until their earlier death, resignation, or removal: Timothy D. Boswell, Erika T. Davis, Gerard E. Holthaus, Worthing F. Jackman, Natalia N. Johnson, Rebecca L. Owen, Jeff Sagansky, Michael W. Upchurch, and Dominick Zarcone. In connection with Mr. Soultz’s separation from the Company effective December 31, 2025, he has not been nominated for re-election to the Board and will retire from the Board effective immediately following the annual meeting. Additionally, following discussions with the Nominating and Corporate Governance Committee, Mr. Bartlett has not been nominated for re-election to the Board and will retire from the Board immediately following the annual meeting. As a result, neither Mr. Soultz nor Mr. Bartlett will stand for re-election at the annual meeting. As of the date of the annual meeting, the Board will be reduced to nine directors. Proxies cannot be voted for a greater number of individuals than the number of nominees. The biographies and qualifications of the nine director nominees in this Proposal 1 are set forth below under the heading “Director Nominee Biographies & Qualifications.” The Board of Directors Recommends You Vote FOR the Election of Each of the Director Nominees Named in this Proxy Statement. DIRECTOR NOMINATIONS

  4. Process for Recommending Directors

    Process for Recommending Directors The Nominating and Corporate Governance Committee solicits and receives recommendations for potential director candidates from stockholders, management, directors, and other sources. The Board will select nominees based on independence, character, ability to exercise sound judgment, age, demonstrated leadership, qualifications, skills, including financial literacy, experience in the context of the needs of the Board and the Company, and other relevant factors. Each year, the Board (via the Nominating and Corporate Governance Committee) evaluates whether the Board and its committees are functioning effectively. In 2025, this effort included the engagement of an independent third-party evaluation firm to augment the Board’s annual evaluation and succession planning processes. The self-evaluation process solicits input from individual directors and provides an opportunity for directors to identify areas for improvement. Improvement areas may include the need for new skills and experiences, which helps guide the Board’s direction for specific skills, attributes and experiences needed to effectuate our strategy. The Board values diversity of talents, skills, abilities, and experiences and believes Board diversity of all types provides significant benefits to the Company. Our Corporate Governance Guidelines state that directors will be selected in the context of assessing the Board’s needs at the time and with the objective of ensuring diversity in the background, experience, and viewpoints of Board members. Please also see the “Skills and Experience Matrix of Director Nominees” on page 20 and the “Composition of Director Nominees” on page 21 for additional information. The Nominating and Corporate Governance Committee considers unsolicited inquiries and director candidates recommended by stockholders in the same manner as candidates from all other sources. Recommendations should be sent to the Corporate Secretary at 6400 East McDowell Road, Suite 300, Scottsdale, Arizona 85257.

  5. Stockholder Nominations

    Stockholder Nominations Stockholders may nominate a director candidate for potential election to the Board by following the procedures described in our Amended and Restated Bylaws. Deadlines for stockholder nominations for WillScot Holdings 2027 annual meeting of stockholders are included in the “Stockholder Proposals and Director Nominations for the 2027 Annual Meeting” section on page 59.

  6. Director Nominee Biographies & Qualifications

    Director Nominee Biographies & Qualifications The Board has nominated the following nine individuals to stand for election for a one-year term expiring at the annual meeting of stockholders in 2027. 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.

  7. Director Nominee Biographies & Qualifications

    | Timothy D. Boswell | | | | | | | Non-Independent | | | Key Skills & Qualifications | | | Director Since: | 2026 | The Board believes Mr. Boswell’s insight into our Company and industry from his current role as our CEO and former roles with the Company enables him to provide meaningful guidance to our Board. | | | | Age: | 47 | | | | Principal Occupation & Business Experience | | | | | | Mr. Boswell has served as the President and Chief Executive Officer of WillScot since January 1, 2026, having previously served as President and Chief Operating Officer ("COO") from December 2024 through December 2025, and as President and Chief Financial Officer ("CFO") from September 2021 to December 2024, having previously served as CFO since the completion of the Williams Scotsman carve-out transaction from Algeco Scotsman and our public listing in November 2017. During his tenure with the Company, Mr. Boswell has overseen all aspects of its operations and led the development and execution of strategic initiatives to expand and diversify its portfolio of solutions, value-added products and services, including more than 30 mergers & acquisitions. Prior to joining Algeco Scotsman in June 2012, Mr. Boswell was a Vice President at Sterling Partners, a Chicago-based private equity firm with $4 billion of assets under management, responsible for principal investing and portfolio company management. Earlier in his career, he worked at Banc of America Capital Investors, Edgeview Partners, and Bear, Stearns & Co., Inc. Mr. Boswell holds a Bachelor of Arts degree in Economics and Psychology from Davidson College and a Master of Business Administration degree from the Darden School of Business at the University of Virginia. | | | | | | Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Holdings Board of Directors | | | None | | | None | |

  8. Director Nominee Biographies & Qualifications

    | Erika T. Davis | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2022 | 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. | | | | Age: | 62 | | | | Principal Occupation & Business Experience | | | | | | Ms. Davis has served as Executive Vice President & Chief Human Resources Officer of Performance Food Group Company, one of the largest food and foodservice distributor companies in North America, since July 2019. Ms. Davis joined Performance Food Group after a 26-year career with Owens & Minor, Inc., 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 | |

  9. Director Nominee Biographies & Qualifications

    | Gerard E. Holthaus | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2017 | 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. | | | | Age: | 76 | | | | Principal Occupation & Business Experience | | | | | | Mr. Holthaus is retired. 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 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. (former) •NESCO Holdings (former) | | | Nominating and Corporate Governance Committee Audit Committee | |

  10. Director Nominee Biographies & Qualifications

    | Worthing F. Jackman | | | | | | | Non-Independent | | | Key Skills & Qualifications | | | Director Since: | 2024 | 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. | | | | Age: | 61 | | | | Principal Occupation & Business Experience | | | | | | Mr. Jackman joined the Board in October 2024 and has served as Executive Chair of the Board since September 4, 2025. Prior to retiring in 2023, 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 Finance and Investment 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. | | | | | | Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Holdings Board of Directors | | | •Quanta Services, Inc. •Waste Connections, Inc. (former) | | | None | |

  11. Director Nominee Biographies & Qualifications

    | Natalia N. Johnson | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2023 | The Board believes that Ms. Johnson’s leadership experience at large publicly-traded companies in the areas of digital and technological transformation including Artificial Intelligence and data science, human capital, risk management, and operational strategy enables her to provide meaningful guidance to our Board. | | | | Age: | 48 | | | | Principal Occupation & Business Experience | | | | | | Ms. Johnson joined the Board in August 2023. Ms. Johnson has served as President, Chief Digital & Transformation Officer of Public Storage, a real estate investment trust that invests in self storage, since February 2026, having previously served as Chief Administrative Officer from August 2020 to February 2026 and 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 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 - Chair | |

  12. Director Nominee Biographies & Qualifications

    | Rebecca L. Owen | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2021 | 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 several public companies enable her to provide meaningful guidance to our Board. | | | | Age: | 64 | | | | Principal Occupation & Business Experience | | | | | | Ms. Owen joined the Board in November 2021. She has served as Chairman and founder of Battery Reef, LLC, a commercial real estate investment and management company since January 2019. She previously served in various leadership roles at Clark Enterprises, Inc., a private investment firm, 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. She previously served on WillScot’s board prior to the WillScot Mobile Mini merger as well as on the boards of Jernigan Capital, Inc., and Columbia Equity Trust, Inc. Ms. Owen also serves on the private board of the Feil Organization, a commercial real estate investment and management company and the Real Estate Investment Advisory Committee of ASB Capital Management, LLC, and she previously served on the board of Carr Properties, a private office and residential REIT, from 2013-2025. 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 | | | Compensation Committee Nominating and Corporate Governance Committee - Chair | |

  13. Director Nominee Biographies & Qualifications

    | Jeff Sagansky | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2017 | 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. | | | | Age: | 74 | | | | Principal Occupation & Business Experience | | | | | | Mr. Sagansky has served as a director since November 2017 and has served as the Lead Independent Director since September 4, 2025. Mr. Sagansky is an investor and former media executive, having previously served in various leadership positions with Paxson Communications, Sony Pictures, CBS Entertainment, and Tristar Pictures, to name a few. He is currently Co-Chairman and Board member of Infinite Eagle Acquisition Corp. and Co-Chairman and Board member of Bold Eagle Acquisition Corp. Previously, 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 | | | •Infinite Eagle Acquisition Corp. •Bold Eagle Acquisition Corp. •Sharecare, Inc. (former) •Screaming Eagle Acquisition Corp. (former) •Target Hospitality Corp. (former) •Falcon Capital Acquisition Corp. (former) | | | Compensation Committee Nominating and Corporate Governance Committee | |

  14. Director Nominee Biographies & Qualifications

    | Michael W. Upchurch | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2020 | 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 36 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. | | | | Age: | 65 | | | | Principal Occupation & Business Experience | | | | | | Mr. Upchurch has served as a director since 2020, and previously served on the Board of Mobile Mini and as Audit Committee Chair prior to the WillScot Mobile Mini merger. 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 (now PricewaterhouseCoopers LLP). 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 WillScot Holdings Board of Directors | | | None | | | Audit Committee Nominating and Corporate Governance Committee | |

  15. Director Nominee Biographies & Qualifications

    | Dominick Zarcone | | | | | | | Independent | | | Key Skills & Qualifications | | | Director Since: | 2025 | 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 enables him to provide meaningful guidance to our Board. | | | | Age: | 67 | | | | Principal Occupation & Business Experience | | | | | | Mr. Zarcone joined the Board in June 2025. He is retired, having most recently served as President & CEO of LKQ Corporation, 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. | | | | | | Other Public Company Directorships in the Last 5 Years | | | Committees of the WillScot Holdings Board of Directors | | | •Generac Holdings, Inc. •Meko AB •LKQ Corporation (former) | | | Audit Committee | |

  16. Skills and Experience Matrix of Director Nominees

    Skills and Experience Matrix of Director Nominees The following chart is not intended to be an exhaustive list of each director’s skills and experience, as each of them also contributes other important skills, expertise, experience and personal attributes.

  17. Skills and Experience Matrix of Director Nominees

    | Skills and Experience | Boswell | Davis | Holthaus | Jackman | Johnson | Owen | Sagansky | 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 we operate | ● | ● | ● | | ● | ● | | ● | ● | | 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 Board Experience Service on public company boards | | | ● | ● | | ● | ● | ● | ● | | Human Capital Management Oversight with respect to the needs of employees and development of talent | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Legal and Corporate Governance Understanding of legal and corporate governance issues and corporate governance best practices for public companies | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Independent Satisfies independence requirements of Nasdaq and SEC | | ● | ● | | ● | ● | ● | ● | ● | | Sustainability Experience in sustainability and responsible business matters | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  18. Composition of Director Nominees

    Composition of Director Nominees (1)Approximately 33% of our director nominees identify as diverse either by Gender or Race/Ethnicity.

  19. Director Compensation

    Director Compensation The Company's 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 stockholders. The Compensation Committee reviews the compensation level of non-executive directors from time to time and at least biennially and makes recommendations to the Board relative to the Company's peer group also used for purposes of the Company's executive compensation program. For more information on the compensation peer group, see "Use of Market Data and the Compensation Peer Group" on page 36. In 2025, the annual compensation for non-executive directors consisted of the following:

  20. Director Compensation

    | 2025-Type of Fee | Amount ($) | | Retainers | | | Non-Executive Chair Cash | $150,000 | | Non-Executive Chair Restricted Stock (one year vesting) | $185,000 | | 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 | — |

  21. 2025 Director Compensation Table

    2025 Director Compensation Table The table below summarizes the compensation paid to the Company's directors (other than Messrs. Boswell and Soultz each of whose compensation is disclosed in the Summary Compensation Table on page 44) for the year ended December 31, 2025.

  22. 2025 Director Compensation Table

    | Director Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | Options Award ($)(2) | | All Other Compensation (4) | | Total ($) | | | Mark S. Bartlett | | 117,500 | $150,000 | | — | | — | | 267,500 | | Erika T. Davis | | 93,500 | $150,000 | | — | | — | | 243,500 | | Gerard E. Holthaus | | 96,000 | $150,000 | | — | | — | | 246,000 | | Worthing F. Jackman (3) | | 233,077 | $1,385,000 | | 1,277,600 | | 43,750 | | 2,889,427 | | Natalia N. Johnson | | 112,500 | $150,000 | | — | | — | | 262,500 | | Rebecca L. Owen | | 102,500 | $150,000 | | — | | — | | 252,500 | | Jeff Sagansky | | 93,500 | $150,000 | | — | | — | | 243,500 | | Michael W. Upchurch | | 96,000 | $150,000 | | — | | — | | 246,000 | | Dominick Zarcone | | 90,000 | $150,000 | | — | | — | | 240,000 |

  23. 2025 Director Compensation Table

    (1)The amounts in this column represent annual cash retainers and fees paid during 2025. (2)The amounts reflected in this column represent the aggregate grant date fair value of the awards computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). (3)Mr. Jackman became Executive Chair of the Board and an employee director effective September 4, 2025. In connection with his election as Executive Chair, Mr. Jackman entered into a letter agreement with the Company providing for the following: •$300,000 annualized base salary; and •The following one-time equity awards: ◦Performance share units having a grant date value of $1,600,000, to be granted in the first quarter of 2026 (at the same time grants are made to other similarly situated executives) and vesting at the end of a three-year performance period if the performance goals established by the Compensation Committee are met. ◦120,000 stock options, to be granted on or as soon as practicable following Mr. Jackman’s start date and vesting 50% on each of the first and second anniversaries of the grant date. ◦RSUs having a grant date value of $1,200,000, to be granted on or as soon as practicable following Mr. Jackman’s start date and vesting 50% on each of the first and second anniversaries of the grant date. •An annual executive allowance of $175,000 to cover temporary housing and related expenses incurred by Mr. Jackman while providing services on behalf of the Company. (4)Amount represents the portion of Mr. Jackman’s executive allowance paid in 2025. The aggregate number of shares of restricted stock issued, RSUs and options as director compensation that were outstanding and unvested as of December 31, 2025 held by each director listed below was as follows:

  24. 2025 Director Compensation Table

    | Director | Number of Shares of Restricted Stock Unvested as of December 31, 2025 | Number of Options Unvested as of December 31, 2025 | | Mark S. Bartlett | 5,384 | 0 | | Erika T. Davis | 5,384 | 0 | | Gerard E. Holthaus | 5,384 | 0 | | Worthing F. Jackman | 57,944 | 120,000 | | Natalia N. Johnson | 5,384 | 0 | | Rebecca L. Owen | 5,384 | 0 | | Jeff Sagansky | 5,384 | 0 | | Michael W. Upchurch | 5,384 | 0 | | Dominick Zarcone | 5,384 | 0 |

  25. Our Executive Compensation Program

    | Pay Element | Who Receives | Form of Delivery | Type of Performance | Performance Period | How Payout is Determined | 2025 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 total shareholder return ("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 |

  26. Key 2025 Compensation Actions

    | Compensation Component | Link to Business and Talent Strategies | 2025 Compensation Actions | | Base Salary | •Competitive base salaries help attract and retain executive talent. | •The CEO’s increase for 2025 was 0% and the increases for the other NEOs for 2025 ranged from 3% to 29%, to reflect role and responsibility changes and increases, respectively, Company performance and 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. | •NEOs earned annual cash incentive awards valued at 32.8% of target performance (Adjusted EBITDA payout 32.8% of target; Q4 Lease Revenue payout 0% of target. | | Long-Term Equity Incentive Compensation | •2025 annual equity-based awards consisted of Performance-Based RSUs and Time-Based RSUs. •Payouts under Performance-Based RSUs will be based on relative 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, based on the grant date fair value, consisted of 70% Performance-Based RSUs and 30% Time-Based RSUs for all NEOs. •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. |

  27. Emphasis on Performance-Based Elements of Compensation

    Emphasis on Performance-Based Elements of Compensation It remains the Compensation Committee's firm belief that the majority of compensation for senior executives should be based on the Company's overall performance. A significant portion of executives’ pay is incentive-based and therefore at risk. In 2025, as shown in the preceding chart, performance-linked components (Annual Performance Bonus (“STIP”) and long-term incentive compensation) were 68% of the CEO’s target total direct compensation opportunity, which is defined as base salary, target STIP and target value of long-term incentive compensation. This is 58% of the average target total direct compensation opportunity for the other NEOs.

  28. 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 corporate responsibility and 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 oversight of our 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 with a resignation policy for any director who fails to receive a 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 Executive Chair of the Board and Chief Executive Officer and have a Lead Independent Director | X | Grant stock options with exercise prices less than 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 ("clawback") 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 our governance framework | X | Have any significant perquisites | | ✔ | Mitigate undue risks, particularly by annual review of plans, policies and practices | ✔ | Have oversight of our goals and objectives relating to human capital management by the Compensation Committee | | | | ✔ | Have an independent compensation consultant advising the Compensation Committee | | | | |

  29. 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. |

  30. Use of Market Data and the Compensation Peer Group

    Use of Market Data and the Compensation Peer Group The Compensation Committee annually reviews and approves (or in the case of the CEO, recommends to the Board for approval) target total direct compensation levels for all NEOs. For the CEO, CFO and other NEOs where sufficient data is available, the Compensation Committee utilizes compensation peer group (“peer group”) data as the primary reference point. For NEOs where sufficient peer group data is not available, the Compensation Committee utilizes survey data from Willis Towers Watson’s General Industry Executive Survey Report. The Compensation Committee, in conjunction with its independent consultant Pay Governance, reviews the peer group on an annual basis. The peer group is generally comprised of companies within industries that we compete with for talent and/or investment capital and that are aligned with the size and scope of the Company's business as measured by revenues, market capitalization, EBITDA, ROIC, free cash flow and/or number of employees. For 2025 executive compensation decisions, the Compensation Committee utilized the following peer group:

  31. Use of Market Data and the Compensation Peer Group

    | Air Lease Corporation | GATX Corporation | Republic Services. Inc. | | Americold Realty Trust | GFL Environmental Inc. | Stericycle, Inc. | | Casella Waste Systems, Inc. | Herc Holdings Inc. | Tricon International Limited | | Clean Harbors, Inc. | Iron Mountain Incorporated | UniFirst Corporation | | Cube Smart | Lamar Advertising Company | United Rentals, Inc. | | Extra Space Storage Inc. | RB Global, Inc. | |

  32. Use of Market Data and the Compensation Peer Group

    In August 2025, the Compensation Committee conducted their annual review of the peer group and approved the following changes to the peer group (to inform 2026 compensation decisions): •Companies removed from peer group: Extra Space Storage, Inc., Republic Services, Inc., Stericycle, Inc., Triton International Limited, and United Rentals, Inc. •Companies added to peer group: Arcosa, Inc., Construction Partners, Inc., and McGrath RentCorp

  33. Short-Term Incentive Plan

    Short-Term Incentive Plan The 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.

  34. 2025 STIP Target Award Percentages

    2025 STIP Target Award Percentages The Compensation Committee reviews the STIP target potential for each NEO on an annual basis to ensure that they remain competitive. For 2025, the Compensation Committee granted STIP awards to the NEOs with the target levels expressed as the following percentages of the corresponding base salaries:

  35. 2025 STIP Target Award Percentages

    | Executive Officer | 2025 Target Percentage of Base Salary | 2024 Target Percentage of Base Salary | Year Over Year Change | | Mr. Soultz | 150% | 150% | —% | | Mr. Boswell | 125% | 125% | —% | | Mr. Jacobsen (1) | 85% | 60% | 42%(1) | | Mr. Lopez | 100% | 100% | —% | | Ms. Gorcyca | 75% | 75% | —% |

  36. 2025 STIP Target Award Percentages

    (1) Mr. Jacobsen was promoted to Executive Vice President and Chief Financial Officer on January 1, 2025.

  37. 2025 STIP Performance Goals and Actual Performance

    2025 STIP Performance Goals and Actual Performance The Compensation Committee established the performance levels under the 2025 STIP such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The target performance goals are aligned with the annual operating plan approved by the Board and reflect internal growth and execution initiatives in light of more challenging macroeconomic conditions. The Compensation Committee determined the 2025 STIP awards for the NEOs using the following framework, with the STIP payout based on the Target/Payout Table that appears below:

  38. 2025 STIP Performance Goals and Actual Performance

    | Base Salary | Target Percentage | Payout Percentage | | Annual Cash Incentive Award | | X | X | | = | |

  39. 2025 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% |

  40. Annual Cash Earned

    | Measure | Weighting | Rationale for Measure | Payout Range(1) | | Adjusted EBITDA | 70% | Adjusted EBITDA reflects our operating performance and is a key measure for investors. The measure is calculated on a semi-annual basis (with the first-half and second-half performance equally weighted at 35%). | 50% - 200% | | Q4 Lease Revenue | 30% | Q4 Lease Revenue provides for 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% |

  41. Annual Cash Earned

    (1)Performance below 90% of the target performance goals results in a 0% payout. The threshold, target and maximum performance and payout opportunities under the 2025 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:

  42. Annual Cash Earned

    | | Weighting | Threshold | Target | Maximum | Actual(1) | % of Target Achieved | Payout % | | Payout % | 100% | 50% | 100% | 200% | | | | | Adjusted EBITDA – First Half ($ millions) | 35% | $435.0 | $483.4 | $580.1 | $477.4 | 98.8% | 93.8% | | Adjusted EBITDA – Second Half ($ millions) | 35% | $505.4 | $561.5 | $673.8 | $493.3 | 87.8% | —% | | Q4 Lease Revenue ($ millions) | 30% | $447.3 | $497.0 | $596.4 | $434.5 | 87.4% | —% | | Weighted Average Payout: 32.8% | | | | | | | |

  43. Annual Cash Earned

    | Executive Officer | Target STIP Opportunity | Payout % of Target | STIP Earned | | Mr. Soultz | $1,527,927 | 32.8% | $501,788 | | Mr. Boswell | $1,000,000 | 32.8% | $328,411 | | Mr. Jacobsen | $467,500 | 32.8% | $153,532 | | Mr. Lopez | $592,250 | 32.8% | $194,501 | | Ms. Gorcyca | $361,530 | 32.8% | $118,731 |

  44. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards For annual grants in 2025, each NEO received a long-term equity incentive target grant denoted in terms of a dollar value, which is allocated between Performance-Based RSUs and Time-Based RSUs. The table below provides details on the types of equity awards granted.

  45. 2025 Long-Term Incentive Awards

    | Annual Equity Award | Target Weighting | Rationale and Key Features | | Performance-Based RSUs | 70% for all 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 all NEOs | •Align pay and Company performance as reflected in our stock price. •Encourage retention of executive officers’ services and promote ownership by executives in Company stock. •Time-Based RSUs vest in one-fourth installments at the end of each of the first four years following grant. |

  46. 2025 Long-Term Incentive Awards

    The Compensation Committee annually considers various alternative performance-based metrics, including financial return metrics such as ROIC and free cash flow. The Compensation Committee believes sustained and improving financial returns correlate to long-term stockholder value creation. Payouts under the Performance-Based RSUs that we granted in 2025 will be based solely on our TSR performance relative to the constituents in the S&P 400 MidCap Index. The table below sets forth the 2025 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.

  47. 2025 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% |

  48. 2025 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, Time-Based RSUs and Stock Options to the NEOs for 2025:

  49. 2025 Long-Term Incentive Awards

    | Executive officer | Performance-Based RSUs | | | | | | Time-Based RSUs | | | Stock Options | | | | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | Award (#) | Target Value ($) | | Award (#) | Target Value ($) | | Award (#) | Target Value ($) | | Mr. Soultz | 44,656 | 89,311 | 178,622 | 89,311 | | 3,150,000 | 38,276 | | 1,350,000 | — | — | | Mr. Boswell | 21,832 | 43,663 | 87,326 | 43,663 | | 1,540,000 | 18,713 | | 660,000 | 100,000(1) | $1,032,912 | | Mr. Jacobsen | 9,924 | 19,847 | 39,694 | 19,847 | | 700,000 | 8,506 | | 300,000 | — | — | | Mr. Lopez | 14,885 | 29,770 | 59,540 | 29,770 | | 1,050,000 | 12,759 | | 450,000 | — | — | | Ms. Gorcyca | 12,759 | 25,517 | 51,034 | 25,517 | | 900,000 | 6,379 | | 225,000 | — | — |

  50. 2025 Long-Term Incentive Awards

    (1) In connection with his election as President and CEO effective January 1, 2026, Mr. Boswell received two grants, each of 100,000 options to purchase shares of Common Stock, vesting ratably over three years. The options included above represent the first grant, which was made on September 4, 2025. The second grant of 100,000 options was made on or about January 2, 2026 and the target value was $809,178.

  51. Other Outstanding Performance-Based RSUs

    Other Outstanding Performance-Based RSUs Below is the status of each of the outstanding performance-based equity awards as of December 31, 2025. Final actual results may differ and will continue to be monitored and calculated until the end of each award’s applicable performance period.

  52. Other Outstanding Performance-Based RSUs

    | Award | Performance Period (1) | Performance Metric | Payout Tracking as % of Target (as of 12/31/2025) | | 2025 Annual | 2/24/2025 – 2/24/2028 | Relative TSR | 0% | | 2024 Annual | 2/22/2024 – 2/22/2027 | Relative TSR | 0% | | 2023 Annual | 2/24/2023 - 2/24/2026 | Relative TSR | 0% | | 2021 CEO 2021 President/COO | 9/7/2021 – 3/1/2026 9/7/2021 – 7/1/2026 | Share Price Goals Share Price Goals | 96% (2) 96% (2) |

  53. 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 2023, 2024 and 2025 are filed. (2)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 our 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 for Mr. Boswell (July 1, 2026). In accordance with Mr. Soultz Separation Agreement, this award was vested at 96% on December 31, 2025. The following table sets forth the cumulative number of shares that will be earned by Mr. Boswell and that were earned by Mr. Soultz, respectively, based upon achievement of the $45.00 per share threshold.

  54. Other Outstanding Performance-Based RSUs

    | Share Price | Timothy D. Boswell Cumulative No. of Restricted Stock Units | Bradley L. Soultz 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 |

  55. 2026 Long-Term Incentive Awards

    2026 Long-Term Incentive Awards During 2025, the Compensation Committee conducted a review of historical equity grants and payout ranges, peer group practices, and analysis from Pay Governance, which resulted in the following changes to the annual equity awards granted in 2026 under the long-term incentive compensation component of our executive compensation program. The 2026 Long-Term Incentive Awards will continue to include two types of awards: Performance-Based RSUs and Time-Based RSUs. However, for 2026, in addition to relative TSR (for which the comparison group will be the S&P SmallCap 600 Index), the Performance-Based RSUs measures will include Return on Invested Capital ("ROIC") and Adjusted Free Cash Flow performance annually (measured each fiscal year) during the 3-year performance period, with payout percentage to range between 0% to 300%. The Time-Based RSUs will continue to vest in equal installments annually, over a 3-year period. The Compensation Committee believes that the addition of these return-based measures to the Performance-Based RSUs for 2026 will further incentivize our executive officers and further align their interests with those of stockholders, thus enhancing long-term stockholder value.

  56. Employment Agreements & Individual Compensation Decisions

    Employment Agreements & Individual Compensation Decisions The Company has entered into employment agreements, compensation letters, or separation agreements with each of the NEOs 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 Internal Revenue Code of 1986 (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.

  57. Timothy D. Boswell

    Timothy D. Boswell During 2025, Mr. Boswell served as our President and COO and, in connection with his promotion from his previous role as our CFO, his annual salary was increased from $651,852 in 2024 to $800,000 in 2025 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 was eligible for a target short-term incentive bonus of $1,000,000, or 125% of his annual base salary, for 2025. Effective January 1, 2026, Mr. Boswell was elected President and Chief Executive Officer. In connection with Mr. Boswell’s promotion and subsequent commencement of his new role, he received two grants, each of 100,000 options to purchase shares of Common Stock, vesting ratably over three years). The first grant was made on September 4, 2025, and the second grant was made on or about January 2, 2026. Further, we entered into an amendment and restatement of Mr. Boswell’s existing employment agreement, which amendment and restatement agreement became effective on January 1, 2026 (the “Amended Boswell Agreement”), to reflect his new role. Under the Amended Boswell Agreement, Mr. Boswell’s compensation as President and CEO consists of the following: •A base salary at the initial rate of $850,000 per calendar year; •Eligibility for an annual cash performance bonus with an initial target value of 125% of base salary; and •Eligibility for an annual grant of equity awards with an initial target grant value of $2,700,000. Upon a termination of his employment by us without cause (as defined in the Amended Boswell Agreement) or by him for good reason (as defined in the Amended Boswell Agreement) during the term of the Amended Boswell Agreement, which runs through December 31, 2028, Mr. Boswell will be entitled to receive the termination benefits more expressly set forth in the Amended Boswell Agreement.

  58. Hezron T. Lopez

    Hezron T. Lopez On January 14, 2026, we entered into a separation and release agreement (the “Lopez Separation Agreement”) with Mr. Lopez. The terms of the Lopez Separation Agreement provide (1) that Mr. Lopez’s employment with the Company ended on February 6, 2026 (the “Termination Date”) and (2) for Severance Benefits as a termination without cause consistent with the terms of Mr. Lopez’s Amended and Restated Employment Agreement dated as of June 6, 2022, including (i) payment of his 2025 annual bonus based on actual performance, which amounted to $194,501; (ii) a lump sum payment equal to $888,375, representing 1.5 times his target annual bonus; (iii) continued payment of his then current base salary on the regular payroll cycle for 18 months (the “Severance Period”); (iv) the continued vesting of all outstanding equity awards through the Severance Period; (v) continued health benefits for 18 months; and (vi) outplacement up to a maximum cost of $25,000. Receipt of certain compensation and benefits under the Lopez Separation Agreement were subject to Mr. Lopez executing and not revoking, following the Termination Date, a reaffirmation of a release of claims and other commitments and obligations, including non-competition, non-solicitation and related covenants.

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

    Policies and Practices Relating to the Timing of Equity Awards Annual equity-based awards are generally granted during the first half of the Company's 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.

  60. Summary Compensation Table

    Summary Compensation Table The following table provides the compensation information of the NEOs for the fiscal years presented below:

  61. Summary Compensation Table

    | Name and Principal Position | Year | Salary(2) | Bonus(3) | Stock Awards(4) | Options Awards(5) | Non-Equity Plan Compensation(6) | All Other Compensation(7) | Total | | Bradley L. Soultz(1) Chief Executive Officer | 2025 | $1,018,618 | $— | $5,293,974 | $— | $501,788 | $3,076,380 | $9,890,760 | | | 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 | | Timothy D. Boswell(1) President Chief Operating Officer | 2025 | $794,546 | $— | $2,588,158 | $1,032,910 | $328,411 | $18,882 | $4,762,907 | | | 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 | | Matthew T. Jacobsen(1) EVP, Chief Financial Officer | 2025 | $544,294 | $— | $1,176,444 | $— | $153,532 | $18,549 | $1,892,819 | | Hezron T. Lopez EVP, Chief Legal & Compliance Officer & ESG | 2025 | $587,605 | $— | $1,764,643 | $— | $194,501 | $69,522 | $2,616,271 | | | 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 | | Felicia K. Gorcyca EVP, Chief Human Resources Officer | 2025 | $478,260 | $— | $1,351,831 | $— | $118,731 | $18,528 | $1,967,349 | | | 2024 | $463,154 | $— | $1,487,403 | $— | $115,356 | $30,323 | $2,096,236 | | | 2023 | $216,346 | $— | $— | $— | $231,021 | $9,659 | $457,027 |

  62. Summary Compensation Table

    (1)Mr. Soultz separated from the Company effective December 31, 2025. Mr. Boswell served as CFO during all of 2024 before being elected COO effective January 1, 2025 and was elected President and CEO effective January 1, 2026. Mr. Jacobsen was elected CFO effective January 1, 2025. (2)Amounts in this column represent the dollar value of base salary we paid to our NEOs. (3)Amounts in this column represent discretionary bonuses, retention bonuses and signing bonuses. (4)Amounts in this column for 2025 represent the aggregate grant fair value calculated at target in accordance with ASC 718 with respect to Performance-Based RSUs and Time-Based RSUs granted to our NEOs in February 2025 under our 2020 Incentive Award Plan. For the assumptions used in determining these values, see Note 1 to our 2025 audited financial statements contained in our 2025 Annual Report. The grant fair value calculated at maximum performance for Messrs. Soultz, Boswell, Jacobsen and Lopez, and Ms. Gorcyca was $9,237,948, $4,516,316, $2,052,887, $3,079,286, $2,478,661 respectively. (5)In connection with his election as President and CEO effective January 1, 2026, Mr. Boswell received two grants, each of 100,000 options to purchase shares of Common Stock, vesting ratably over three years. The options included above represent the first grant, which was made on September 4, 2025. Amounts in this column for 2025 represent the aggregate grant fair value calculated in accordance with ASC 718. For the assumptions used in determining these values, see Note 1 to our 2025 audited financial statements contained in our 2025 Annual Report. (6)Amounts in this column represent payments under our STIP for 2025. (7)Amounts in this column for 2025 are set forth in the table below.

  63. Summary Compensation Table

    | Name | Employer 401(k) Contributions | | Life and Supplemental Individual Disability Insurance Premiums | | Other Allowance | | Severance(1) | | Total | | | Mr. Soultz | | 15,750 | | 4,776 | | — | | 3,055,853 | | 3,076,380 | | Mr. Boswell | | 15,750 | | 3,132 | | — | | — | | 18,882 | | Mr. Jacobsen | | 15,750 | | 2,799 | | — | | — | | 18,549 | | Mr. Lopez | | 15,750 | | 3,772 | | 50,000 | | — | | 69,522 | | Ms. Gorcyca | | 15,750 | | 2,778 | | — | | — | | 18,528 |

  64. Summary Compensation Table

    (1)Under the terms of the Soultz Separation Agreement, he is entitled to (i) payment of his 2025 annual bonus based on actual performance, which amounted to $501,788; (ii) a lump sum payment equal to $3,055,853, representing two times his target annual bonus; (iii) continued payment of his then current base salary on the regular payroll cycle for the Severance Period; (iv) the continued vesting of all outstanding equity awards (except as provided in (v)) through the Severance Period; (v) accelerated vesting of his Performance-Based RSUs awarded on September 7, 2021; (vi) continued health benefits for 12 months; and (vii) outplacement up to a maximum cost of $25,000.

  65. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table sets forth information regarding all grants of plan-based awards made to the NEOs during 2025. 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.

  66. Grants of Plan-Based Awards for Fiscal Year 2025

    | | 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 ($)(1) | | Mr. Soultz | 2/24/2025 | $763,963 | $1,527,927 | $3,055,854 | | | | | | | | | | 2/24/2025 | | | | 44,656 | 89,311 | 178,622 | | | | $3,943,974 | | | 2/24/2025 | | | | | | | 38,276 | | | $1,350,000 | | Mr. Boswell | 2/24/2025 | $500,000 | $1,000,000 | $2,000,001 | | | | | | | | | | 2/24/2025 | | | | 21,832 | 43,663 | 87,326 | | | | $1,928,158 | | | 2/24/2025 | | | | | | | 18,713 | | | $660,000 | | | 9/04/2025 | | | | | | | | 100,000 | $23.39 | $1,032,910 | | Mr. Jacobsen | 2/24/2025 | $233,750 | $467,500 | $935,000 | | | | | | | | | | 2/24/2025 | | | | 9,924 | 19,847 | 39,694 | | | | $876,444 | | | 2/24/2025 | | | | | | | 8,506 | | | $300,000 | | Mr. Lopez | 2/24/2025 | $296,125 | $592,250 | $1,184,500 | | | | | | | | | | 2/24/2025 | | | | 14,885 | 29,770 | 59,540 | | | | $1,314,643 | | | 2/24/2025 | | | | | | | 12,759 | | | $450,000 | | Ms. Gorcyca | 2/24/2025 | $180,765 | $361,530 | $723,060 | | | | | | | | | | 2/24/2025 | | | | 12,759 | 25,517 | 51,034 | | | | $1,126,831 | | | 2/24/2025 | | | | | | | 6,379 | | | $225,000 |

  67. Grants of Plan-Based Awards for Fiscal Year 2025

    (1)Amounts in this column represent the aggregate grant fair value calculated at target in accordance with ASC 718. For the assumptions used in determining these values, see Note 1 to our 2025 audited financial statements contained in our 2025 Annual Report.

  68. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table presents certain information concerning equity awards held by the NEOs as of December 31, 2025.

  69. Outstanding Equity Awards at Fiscal 2025 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) | | | Mr. Soultz | 408,497 | | | 13.60 | 3/20/2028 | 81,877 | | 1,541,744 | 528,732 | | 9,956,024 | | Mr. Boswell | 125,691(2) | | | 13.60 | 3/20/2028 | 36,154 | | 680,780 | 337,536 | | 6,355,803 | | | | 100,000 | | 23.39 | 9/4/2035 | | | | | | | | Mr. Jacobsen | N/A | | N/A | | N/A | 13,272 | | 249,912 | 43,321 | | 815,734 | | Mr. Lopez | N/A | | N/A | | N/A | 24,619 | | 463,576 | 79,208 | | 1,491,487 | | Ms. Gorcyca | N/A | | N/A | | N/A | 9,846 | | 185,400 | 44,472 | | 837,408 |

  70. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)Market value was calculated based upon the closing price of the shares of Common Stock on Nasdaq of $18.83 on December 31, 2025, the last trading day of our last completed fiscal year. PSUs are valued at the target award level. (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.

  71. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025

  72. Option Exercises and Stock Vested in Fiscal Year 2025

    | | 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) | | Mr. Soultz | 0 | | — | 406,776 | $9,152,800 | | Mr. Boswell | 0 | | — | 41,687 | $1,377,253 | | Mr. Jacobsen | 0 | | — | 17,695 | $584,810 | | Mr. Lopez | 0 | | — | 30,070 | $995,428 | | Ms. Gorcyca | 0 | | — | 1,155 | $40,737 |

  73. Option Exercises and Stock Vested in Fiscal Year 2025

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

  74. 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 compensation benefit plans and agreements with NEOs in each situation in the table below assuming that the termination of employment or change in control of the Company occurred on December 31, 2025, the last business day of our fiscal year, and that the Company's Common Stock was valued at the closing market price as of December 31, 2025 of $18.83. 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 NEOs would actually receive may be materially less than the estimated amounts in the tables below because all such amounts in the tables below are on a pre-tax basis. Descriptions of the circumstances that would trigger payments or benefits to the NEO, 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.

  75. Potential Payments Upon Termination or Change in Control

    | Name | Termination by Death ($) | Termination by Disability ($) | Termination by Company without Cause or by Executive for Good Reason ($) | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | | Mr. Soultz(1) | | | | | | Severance | $1,018,618 | $— | $5,093,089 | $6,621,016 | | Pro Rata Bonus | $501,788 | $501,788 | $501,788 | $501,788 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $11,497,767 | $11,497,767 | $9,325,124 | $9,325,124 | | Insurance | $— | $17,871 | $35,742 | $35,742 | | Total | $13,018,173 | $12,017,426 | $14,955,743 | $16,483,670 | | Mr. Boswell | | | | | | Severance | $800,000 | $— | $2,700,001 | $5,100,002 | | Pro Rata Bonus | $328,411 | $328,411 | $328,411 | $328,411 | | Vesting of Stock Options | $1,883,000 | $1,883,000 | $1,255,321 | $1,883,000 | | Vesting of Restricted Stock Units(2) | $7,036,583 | $7,036,583 | $5,985,982 | $7,036,583 | | Insurance | $— | $24,387 | $36,581 | $36,581 | | Total | $10,047,994 | $9,272,381 | $10,306,295 | $14,384,576 | | Mr. Jacobsen | | | | | | Severance | $550,000 | $— | $1,017,500(3) | $1,292,500 | | Pro Rata Bonus | $153,532 | $153,532 | $153,532 | $153,532 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $1,065,646 | $1,065,646 | $594,915 | $1,065,646 | | Insurance | $— | $24,387 | $36,581 | $36,581 | | Total | $1,769,178 | $1,243,566 | $2,077,528 | $2,548,260 | | Mr. Lopez(4) | | | | | | Severance | $592,250 | $— | $1,776,750 | $2,665,125 | | Pro Rata Bonus | $194,501 | $194,501 | $194,501 | $194,501 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $1,955,062 | $1,955,062 | $1,230,842 | $1,955,062 | | Insurance | $— | $37,814 | $56,721 | $56,721 | | Total | $2,741,814 | $2,187,378 | $3,258,815 | $4,871,411 | | Ms. Gorcyca | | | | | | Severance | $482,040 | $— | $843,570(3) | $1,084,591 | | Pro Rata Bonus | $118,731 | $118,731 | $118,731 | $118,731 | | Vesting of Stock Options | $— | $— | $— | $— | | Vesting of Restricted Stock Units(2) | $1,022,808 | $1,022,808 | $460,488 | $1,022,808 | | Insurance | $— | $24,387 | $36,581 | $36,581 | | Total | $1,623,579 | $1,165,926 | $1,700,390 | $2,262,710 |

  76. Potential Payments Upon Termination or Change in Control

    (1)Mr. Soultz’s separated from the Company on December 31, 2025. Under the terms of the Soultz Separation Agreement, he is entitled to payments and other benefits in lieu of certain payments and other benefits that he would have received as more specifically set forth in his employment agreement, including (i) payment of his 2025 annual bonus based on actual performance, which amounted to $501,788; (ii) a lump sum payment equal to $3,055,853, representing two times his target annual bonus; (iii) continued payment of his then current base salary on the regular payroll cycle for the Severance Period; (iv) the continued vesting of all outstanding equity awards (except as provided in (v)) through the Severance Period; (v) accelerated vesting of his Performance-Based RSUs awarded on September 7, 2021; (vi) continued health benefits for 12 months; and (vii) outplacement up to a maximum cost of $25,000. (2)Includes performance-based RSU's at target performance. (3)$1,292,500 for Mr. Jacobsen and $1,084,590 for Ms. Gorcyca in the case of termination without cause. (4)Mr. Lopez separated from the Company on February 6, 2026. Under the terms of the Lopez Separation Agreement, he is entitled to Severance Benefits as a termination without cause consistent with the terms of Mr. Lopez’s Amended and Restated Employment Agreement dated as of June 6, 2022. For more details on the Lopez Separation Agreement, see "Compensation Discussion and Analysis - Other Compensation and Benefits - Employment Agreements & Individual Compensation Decisions."

  77. 2025 CEO to Median Employee Pay Ratio

    2025 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 the Company's median employee, the annual total compensation of Mr. Soultz and the ratio of those two values for the year ended December 31, 2025: •The annual total compensation of the employee identified as the median employee of the Company (other than the CEO) was $69,964. •The annual total compensation of Mr. Soultz as disclosed in the Summary Compensation Table above was $7,310,990, and •The ratio of the annual total compensation of Mr. Soultz to the annual total compensation of the Company's median employee was 104.5:1. In determining the median employee for 2025, the employee population as of December 31, 2025 was used, and, in accordance with SEC rules, excluded the CEO to arrive at the median employee consideration pool. Compensation for this population was measured based on gross wages for the period January 1, 2025, to December 31, 2025. Gross wages were annualized for those employees who were not employed for the full January 1, 2025, to December 31, 2025, period. International employee pay was converted to U.S. dollars using the applicable exchange rates at the close of business on December 31, 2025. 2025 annual total compensation for the Company's median employee was calculated using the same methodology used to determine the 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.

  78. 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, the following information has been provided about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC. As discussed in the Compensation Discussion and Analysis, the Compensation Committee's pay-for-performance philosophy aligns the Company's executive officers’ compensation with the Company's short-term and long-term objectives as well as emphasizes stockholder value creation. While the Compensation Committee did not use the information provided below to determine compensation for our NEOs for 2025, the results are aligned with this philosophy. In 2025, Adjusted EBITDA and share price declined compared to 2023 and 2024, 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.

  79. 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) | | 2025 | $7,310,991 | $(6,059,972) | $2,998,448 | $(374,142) | | 82 | | 201 | $(53) | $971 | | 2024 | $7,194,436 | $(14,062,706) | $2,181,904 | $(2,070,640) | | 144 | | 199 | $28 | $1,063 | | 2023 | $8,391,649 | $4,663,073 | $2,472,306 | $1,619,850 | | 192 | | 168 | $476 | $1,061 | | 2022 | $8,594,799 | $20,813,067 | $2,444,495 | $4,501,198 | | 195 | | 132 | $340 | $970 | | 2021 | $17,660,600 | $47,137,307 | $4,713,101 | $8,546,475 | | 176 | | 146 | $160 | $740 |

  80. Pay Versus Performance Disclosure

    (1)The Company's principal executive officer ("PEO") for 2021-2025 is Mr. Soultz. The non-PEO NEOs reflected in columns (d) and (e) include the following individuals: Mr. Boswell (2021-2025), Mr. Lopez (2021-2025), Mr. Jacobsen (2025), Sally J. Shanks (2021-2025), Graeme Parkes (2022-2024), Ms. Gorcyca (2023-2025), Christopher J. Miner (2020-2022), and 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 CAP to our PEO and average CAP to our non-PEO NEOs. 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. (3)The Peer Group for which Total Shareholder Return is provided in column (g) for each listed fiscal year consists of the constituent companies in the S&P MidCap 400 Index listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis for fiscal year 2025. (4)In 2025, the Company generated $53 million of net loss, which included $301.9 million of restructuring costs related to our Network Optimization Plan, consisting of accelerated depreciation of rental equipment, and $41.0 million of accelerated depreciation expense to implement the Company's real estate exit initiatives prior to the approval of the Network Optimization Plan. Excluding these costs and other relevant expenses, the Company generated $219 million of Adjusted Net Income in 2025, which is a non-GAAP financial measure. Reconciliations to comparable GAAP measures can be found in Appendix B. (5)Adjusted EBITDA is a non-GAAP financial measure. Reconciliations to comparable GAAP measures can be found in Appendix B.