UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

McGrath RentCorp

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

McGRATH RENTCORP

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 7, 20175, 2019

To the Shareholders of McGrath RentCorp:

NOTICE IS HEREBY GIVEN that the 20172019 Annual Meeting of Shareholders (the “Annual Meeting”) of McGrath RentCorp, a California corporation (the “Company”), will be held at the Company’s principal executive offices located at 5700 Las Positas Road, Livermore, California 94551, on Wednesday, June 7, 2017,5, 2019, at 2:00 p.m., local time. Shareholders who are unable to attend may listen to a live webcast of the Annual Meeting on the Company’s website at www.mgrc.com under the Investor RelationsInvestors section. The Annual Meeting will be held for the following purposes:

1. To elect seven (7)eight (8) directors of the Company, as specifically set forth in the attached proxy statement, to serve until the 2018 annual meeting2020 Annual Meeting of shareholdersShareholders or until their successors are elected and qualified;

2. To ratify the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2017;2019;

3. To hold anon-binding, advisory vote to approve the compensation of the Company’s named executive officers; and

4. To recommend, in anon-binding vote, whether anon-binding shareholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years; and

5. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement which is attached and made a part hereof.

The Board of Directors of the Company has fixed the close of business on April 12, 201710, 2019 as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

I M P O R T A N T

Shareholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy card using the enclosed return envelope, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy card issued in your name from such broker, bank or other nominee.

If you hold your shares in a brokerage account, your shares will not be voted in the election of directors or thenon-binding, advisory vote on the compensation of the Company’s named executive officers unless you provide explicit instructions to your broker as to how you wish to vote your shares. Under the NASDAQ Stock Market rules governing discretionary voting of proxies by the exchange’s members, your broker is not permitted to vote shares with respect tonon-routine matters such as the election of directors or the vote on compensation without voting instructions from the beneficial owner of such shares.

By Order of the Board of Directors,

Randle F. RoseKay Dashner

Senior Vice President,

Chief Administrative OfficerHuman Resources and Secretary

Livermore, California

April 28, 2017

McGRATH RENTCORP

5700 Las Positas Road

Livermore, California 94551

PROXY STATEMENT

FOR 20172019 ANNUAL MEETING OF SHAREHOLDERS

General Information

This proxy statement (this “Proxy Statement”) is made available to the shareholders of McGrath RentCorp, a California corporation (the “Company”, “we”, “us”, or “our”), in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors” or the “Board”) of proxies in the accompanying form for use in voting at the 20172019 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Wednesday, June 7, 2017,5, 2019, at 2:00 p.m., local time, at the Company’s principal executive offices located at 5700 Las Positas Road, Livermore, California 94551, and any adjournment or postponement thereof. The shares represented by the proxies received, properly marked, dated, executed and not revoked will be voted at the Annual Meeting.

The Company expects to mail this Proxy Statement and the enclosed form of proxy to shareholders on or about May 8, 2017.6, 2019.

The rules of the Securities and Exchange Commission (the “SEC”) require us to notify our shareholders of the availability of our proxy materials through the Internet.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on Wednesday, June 7, 20175, 2019

Our Proxy Statement and 20162018 Annual Report to Shareholders are available at

https://materials.proxyvote.com/580589

The following questions and answers provide important information about the Annual Meeting and this Proxy Statement:

Where are the Company’s principal executive offices located and what is the Company’s main telephone number?

The Company’s principal executive offices are located at 5700 Las Positas Road, Livermore, California 94551. The Company’s main telephone number is (925)606-9200.

What matters will be considered at the Annual Meeting?

Shareholders will vote on the following items at the Annual Meeting:

1

1

How does the Board of Directors recommend that shareholders vote on these matters?

The Board of Directors believes that the election of the nominated directors, the ratification of the appointment of Grant Thornton LLP and the approval on an advisory basis of the compensation of the Company’s named executive officers are in the best interests of the Company and its shareholders and, accordingly, recommends a vote “FOR” the approval of each of these proposals. The Board of Directors further believes that an annual advisory vote to approve the compensation of the Company’s named executive officers is in the best interests of the Company and its shareholders and, accordingly, recommends a vote for “ONE YEAR” as the preferred frequency with which shareholders are provided an advisory vote on executive compensation.

How are proxy materials being made available to shareholders?

The SEC adopted amendments to the proxy rules that change how companies must provide proxy materials. These rules are often referred to as “Notice and Access.” Under the Notice and Access model, a company may select either of the following two options for making proxy materials available to shareholders:

Full Set Delivery Option

Under the full set delivery option, a company delivers all proxy materials to its shareholders as it would have done prior to the change in the rules. This can be by mail or, if a shareholder has previously agreed, bye-mail. In addition to delivering proxy materials to shareholders, a company must post all proxy materials on a publicly-accessible website and provide information to shareholders about how to access that website. The Company’s proxy materials are available on the following website:https://materials.proxyvote.com/580589.580589.

Notice Only Option

Under the notice only delivery option, a company must post all of its proxy materials on a publicly accessible website. However, instead of delivering its proxy materials to shareholders, the company instead delivers aone-page notice of internet availability of proxy materials which includes, among other matters:

A company may use a single method for all its shareholders, or use full set delivery for some while adopting the notice only option for others. The Company is required to comply with these Notice and Access rules in connection with its Annual Meeting, and has elected to use the full set delivery option under the rules for all shareholders in connection with this year’s Annual Meeting.

Although the Company has elected to use the full set delivery option for the Annual Meeting, we may choose to use the notice only option in the future.

2

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street

2

name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

How do I vote?

You may vote by signing and dating each paper proxy card you received and returning it in the prepaid envelope. The enclosed proxy will be voted in accordance with the instructions thereon. Unless otherwise stated, all shares represented by such proxy will be voted as instructed. Proxies may be revoked in the manner described below.

What does it mean if I received more than one proxy card?

If you received more than one proxy card, it may mean that you hold shares registered in more than one account. If you received more than one paper proxy card, sign and return each proxy card you received to ensure that all of your shares are voted. If you have any questions regarding your share information or address appearing on the paper proxy card you may call Computershare, the Company’s transfer agent, at (800)962-4284 if you are a shareholder of record, or contact your brokerage firm, bank, broker-dealer or other similar organization if you are a beneficial owner of shares held in “street name.”

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may vote again on a later date by signing and returning a new proxy card with a later date or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s Corporate Secretary at 5700 Las Positas Road, Livermore, California 94551 prior to the Annual Meeting. See “May I vote my shares in person at the Annual Meeting?” below.

Who is entitled to vote?

The close of business on April 12, 201710, 2019 has been fixed as the record date (the “Record Date”) for determining the holders of shares of common stock of the Company (“Common Stock”) entitled to notice of and to vote at the Annual Meeting.

What constitutes a quorum?

As of the close of business on the Record Date, there were 23,979,84824,236,345 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The presence at the Annual Meeting of a majority of these shares of Common Stock, either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

3

How are votes counted and who will count the votes?

Each outstanding share of Common Stock on the Record Date is entitled to one vote on each matter properly brought before the Annual Meeting. However, every shareholder voting for the election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected (seven)(eight) multiplied by the number of shares held, or may distribute such shareholder’s votes on the same principle among as many candidates as the shareholder may select. However, no shareholder shall be entitled to cumulate votes for any candidate unless the candidate’s name has been placed in nomination prior to the voting and the shareholder, or any other shareholder, has given notice at the Annual Meeting prior to the

3

voting of the intention to cumulate such shareholder’s votes. The proxy holders are given discretionary authority, under the terms of the proxy, to cumulate votes represented by shares for which they are named in the proxy. In electing directors, the seveneight candidates receiving the highest number of affirmative votes shall be elected.

An automated system administered by Computershare will tabulate votes cast by proxy and Randle F. Rose,Melodie Craft, the Company’s Corporate Secretary,Vice President of Legal Affairs, will act as the inspector of elections to tabulate votes cast in person at the Annual Meeting.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board of Directors.

How are abstentions and broker“non-votes” treated?

Under the General Corporation Law of the State of California, an abstaining vote and a broker“non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting. However, abstentions are not included in determining the number of shares voting on the proposals submitted to shareholders. Generally, a broker“non-vote” occurs when a nominee (such as a brokerage firm, bank, broker-dealer, or other similar organization) holding shares for a beneficial owner in “street name” does not vote on a particular matter because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner. Broker“non-votes,” and shares as to which proxy authority has been withheld with respect to any matter, are not deemed to be entitled to vote for purposes of determining whether shareholders’ approval of that matter has been obtained.

What is the voting requirement to approve each of the proposals?

With respect to Proposal No. 1 of this Proxy Statement, a plurality of the votes cast is required for the election of directors. This means that the director nominee with the most votes for a particular slot is elected for that slot. You may vote “FOR” or “WITHHELD” with respect to the election of directors. Only votes “FOR” or “WITHHELD” are counted in determining whether a plurality has been cast in favor of a director. Abstentions and broker“non-votes,” if any, will have no effect on this proposal. Brokerage firms, banks, broker-dealers and other nominees holding shares for holders who have not given specific voting instructions are not permitted to vote in their discretion with respect to Proposal No. 1. If you do not instruct your broker how to vote, your broker may not vote with respect to this proposal and these votes will be counted as broker“non-votes,” as is described

4

in “What happens if I do not give specific voting instructions?” below. Our Corporate Governance Guidelines, as amended and restated by the Board of Directors on February 23, 2016, set forth our procedures if a director-nominee is elected, but receives a majority of “WITHHELD” votes. In an uncontested election, any director nominee who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election is required to tender his or her resignation following certification of the shareholder vote. The Corporate Governance and Nominating Committee is required to make recommendations to the Board of Directors with respect to any such letter of resignation. The Board of Directors is required to take action with respect to this recommendation within 90 days following certification of the shareholder vote and to disclose its decision-making process.

4

With respect to Proposal No. 2 of this Proxy Statement, the affirmative vote of a majority of the shares of Common Stock represented and voting at the Annual Meeting is required. You may vote “FOR” or “AGAINST” with respect to the appointment of Grant Thornton LLP as the independent auditors for the Company for the year ending December 31, 2019. Abstentions will have the same effect as voting against this proposal. Broker“non-votes,” if any, will have no effect on this proposal.

With respect to Proposal No. 3 of this Proxy Statement, the affirmative vote of a majority of the shares of Common Stock represented and voting at the Annual Meeting is required for approval, on an advisory basis, of the compensation of the Company’s named executive officers. You may vote “FOR” or “AGAINST” with respect to approval of the compensation of the Company’s named executive officers. Abstentions will have the same effect as voting against this proposal. Broker“non-votes,” if any, will have no effect on this proposal.

With respect to Proposal No. 4 of this Proxy Statement, we have determined to view the frequency vote that receives the greatest number of votes cast by the holders of the Company’s Common Stock represented and voting at the Annual Meeting as the advisory vote of shareholders on the frequency of approval of the compensation of the Company’s named executive officers. Broker“non-votes,” if any, will have no effect on this proposal.

What happens if I do not give specific voting instructions?

For Shares Directly Registered in the Name of the Shareholder: If you return your signed proxy but do not indicate your voting preferences, the Company will vote on your behalf “FOR” the election of the nominated directors, “FOR” the ratification of the appointment of Grant Thornton LLP and “FOR” approval of the compensation of the Company’s named executive officers and for the option of “ONE YEAR” as the preferred frequency with which shareholders are provided an advisory vote on executive compensation.officers. If any other matter properly comes before the shareholders for a vote at the Annual Meeting, the proxy holders will vote your shares in accordance with their best judgment.

For Shares Registered in the Name of a Brokerage Firm, Bank, Broker-Dealer or Other Similar Organization: If your shares are held in street name, your brokerage firm, bank, broker-dealer or nominee will ask you how you want your shares to be voted. If you provide voting instructions, your shares must be voted as you direct. If you do not furnish voting instructions with respect to shares registered in the name of organizations that are not governed by NASDAQ Rule 2251, those shares will not be voted at the meeting because such organizations do not have discretionary voting power. If you do not furnish voting instructions to brokerage firms that are governed by NASDAQ Rule 2251, one of two things can happen, depending upon whether a proposal is “routine.” Under NASDAQ Rule 2251, brokerage firms, banks, broker-dealers and other similar organizations have discretion to cast votes on routine matters, such as the ratification of the appointment of an independent auditor, without voting instructions from their clients. Brokerage firms, banks, broker-dealers and other similar organizations are not permitted, however, to cast votes on“non-routine” matters, such as the election of directors or votes on the compensation of the Company’s named executive officers, without such voting instructions.

5

May I vote my shares in person at the Annual Meeting?

For Shares Directly Registered in the Name of the Shareholder: Yes. However, we encourage you to vote by proxy card even if you plan to attend the Annual Meeting. If you wish to give a proxy to someone other than the individuals named as proxies on the enclosed proxy card, you may cross out the names appearing on the enclosed proxy card, insert the name of some other person, sign the card and give the proxy card to that person for use at the Annual Meeting.

For Shares Registered in the Name of a Brokerage Firm or Bank: Yes, but in order to do so you will first have to ask your bank, broker or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that you can request at the Annual Meeting. You will not be able to vote your shares at the Annual Meeting without a legal proxy and a signed ballot.

Your attendance at the Annual Meeting in and of itself will not automatically revoke a proxy that was submitted earlier by mail.

5

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of elections and reported in a current report on Form8-K to be filed by the Company within four business days after the end of the Annual Meeting.

Who pays for this proxy solicitation?

The Company will bear the entire cost of soliciting proxies, including the costs of preparing, assembling, printing and mailing this Proxy Statement, the proxy and any additional soliciting material furnished to shareholders. Arrangements will be made with brokerage firms, banks, broker-dealers, nominees and fiduciaries to send proxies and proxy materials to the beneficial owners of our Common Stock, and these entities may be reimbursed by the Company for their expenses. Proxies may be solicited by directors, officers or employees of the Company in person or by telephone,e-mail or other means. No additional compensation will be paid to such individuals for these services.

What is the deadline for receipt of shareholder proposals?

Requirements for Shareholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. Shareholder proposals submitted pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intended to be presented at the annual meetingAnnual Meeting of the Company’s shareholders to be held in 20182020 must be received by the Company no later than January 9, 20187, 2020, in order to be considered for inclusion in the Company’s proxy materials for that meeting.

Discretionary Authority. The proxies to be solicited by the Board of Directors for the 2018 annual meeting2020 Annual Meeting of the Company’s shareholders will confer discretionary authority on the proxyholders to vote on any shareholder proposal presented at such annual meetingAnnual Meeting if the Company fails to receive notice of such proposal by March 30, 2018.23, 2020.

Householding of Annual Meeting Materials

Some brokerage firms, banks, broker-dealers, or other nominees who are record holders may participate in the practice of “householding” proxy statements and their accompanying documents. This means that only one copy of the proxy materials will be sent to your household regardless of the number of shareholders who reside there. We will promptly deliver a separate copy of these documents without charge to you upon written request to

6

McGrath RentCorp, 5700 Las Positas Road, Livermore, California 94551 Attn: Investor Relations. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your brokerage firm, bank, broker-dealer or other nominee who is a record holder, or you may contact us at the address and phone number listed above.

Financial and Other Information

We are required to file annual, quarterly and current reports, proxy statements and other reports with the SEC. Copies of these filings are available through our Internet website at www.mgrc.com under the Investor RelationsInvestors section or the SEC’s website at www.sec.gov. We will furnish copies of our SEC filings (without exhibits), including our annual report on Form10-K for the fiscal year ended December 31, 20162018 and filed with the SEC on February 28, 201726, 2019 (the “2016“2018 Annual Report”), without charge to any shareholder upon written request to McGrath RentCorp, 5700 Las Positas Road, Livermore, California 94551 Attn: Investor Relations.

76

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company’s bylaws authorize the number of directors to be not less than five (5) and not more than nine (9). The number of directors on the Board of Directors is currently fixed at seven (7)eight (8). Each director serves aone-year term. The Board of Directors is currently composed of the following seven (7)eight (8) directors whose terms will expire upon the election and qualification of directors at the Annual Meeting: Kimberly A. Box, William J. Dawson, Elizabeth A. Fetter, Joseph F. Hanna, Robert C. Hood,Bradley M. Shuster, M. Richard Smith, Dennis P. Stradford and Ronald H. Zech. At each annual meetingAnnual Meeting of shareholders, directors will be elected for full terms of one year to succeed those directors whose terms are expiring.

At the Annual Meeting, the shareholders will elect seven (7)eight (8) directors. Messrs. Dawson, Hanna, Hood,Shuster, Smith, Stradford and Zech and Ms.Mses. Box and Fetter have each been nominated to serve aone-year term, until the annual meetingAnnual Meeting of shareholdersShareholders to be held in 2018,2020, until their successors are elected or appointed and qualified, or until their earlier death, resignation or removal. The Board of Directors has no reason to believe that any of Messrs. Dawson, Hanna, Hood,Shuster, Smith, Stradford or Zech or Ms.Mses. Box and Fetter will be unable or unwilling to serve as a nominee or as a director if elected.

Nominees

The names of the nominees and certain information about them are set forth below.

Kimberly A. Box was elected a director of the Company in 2018. Ms. Box is currently the President and Chief Executive Officer of Gatekeeper Innovation, Inc., a healthcare company that creates products to keep medications safe. She joined the company in 2016. Prior to joining Gatekeeper Innovation, Ms. Box enjoyed a successful 29 year career with Hewlett Packard, holding various executive positions, the most recent being Vice President Global IT Services, a positon she held until 2009 when she left the company. Since 2012, Ms. Box has been a director on the board of directors of American River Bank (NASDAQ: AMRB) and is the Chair of the Directors Loan Committee. Ms. Box holds a Bachelor of Science in Business Administration with a concentration in Management and a minor in Computer Science from the California State University, Chico. She has also completed the Executive Development Program at The Wharton School of the University of Pennsylvania.

William J. Dawson was elected a director of the Company in 1998. In August 2014, Mr. Dawson was namedpreviously served as the Chief Financial Officer at Adamas Pharmaceuticals, Inc. (NASDAQ: ADMS), a specialty pharmaceutical company.company from 2014 until his retirement in 2017. He also previously served as Chief Financial Officer at Catalyst

7

Biosciences, Inc., a privately-held biotechnology company for two years from 2010 to 2012 and he was Vice President, Finance and Chief Financial Officer with Cerus Corporation, a publicly held biopharmaceutical company from August 2004 to April 2009. Prior to joining Cerus, he spent a total of 26 years in senior financial positions at companies in biotechnology, healthcare services and information technology, investment banking, energy and transportation, where he was responsible for strategic, business and financial planning, SEC reporting, investor relations, and numerous equity, debt and structured financings, mergers and acquisitions, and advisory assignments. As an investment banker, Mr. Dawson assisted in three public equity offerings for McGrath RentCorp, beginning with its initial public offering in 1984. He also serves on the board of directors of Wellington Trust Company, a subsidiary of Wellington Management Company, LLP, a private institutional investment management company. With his wealth of experience in financial and strategic transactions, as well as his experiences as Chief Financial Officer of publicly traded companies, Mr. Dawson provides significant value to the Board of Directors. Mr. Dawson received an A.B. in Mechanical Engineering from Stanford University and an M.B.A. from Harvard Business School.

8

Elizabeth A. Fetter was elected a director of the Company in 2014. Ms. Fetter also serves onas a member of the Board of Directors of Fox Factory Holding Corporation (NASDAQ: FOXX), the world’s leader in suspension and auxiliary products for recreational vehicles since June 2017. Ms. Fetter previously served as a member of the Board of Directors of Alliant International University, Inc., a private equity funded university sincefrom 2015 and Connexed Technologies, Inc., a provider of web-based camera management and video storage solutions since 2004. Ms. Fetterto 2017. She also served as a member of the Board of Directors of Symmetricom, Inc., a provider of timekeeping technologies, instruments and solutions from 2000 to 2013 and was appointed as President and Chief Executive Officer of Symmetricom in April 2013. She served in these capacities until Symmetricom’s acquisition by Microsemi Corporation in November 2013. Ms. Fetter also previously served as President and Chief Executive Officer of NxGen Modular LLC, a provider of modular buildings and assemblies from 2011 to 2012. In 2007, Ms. Fetter was President, Chief Executive Officer and a director of Jacent Technologies, a privately held supplier ofon-demand ordering solutions for the restaurant industry. Ms. Fetter also served on the boards of Quantum Corporation, a data storage company, from 2005 to 2013 and Ikanos Corporation, a provider of broadband solutions from 2008 to 2009. She previously held the position of Chair of the Board of Trustees of Alliant International University, Inc. where she served as a trustee from 2004 to 2013. With her nearlyover 20 years of public and private company board service and past CEO experience at multiple firms, she is a valuable complement to the Board of Directors. Ms. Fetter holds a B.A., Communications from Penn State University, an M.S., Industrial Administration from Carnegie Mellon University (Tepper & Heinz Schools) and an Advanced Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.

Joseph F. Hanna was appointed President, Chief Executive Officer and a Directordirector of the Company in February 2017 after serving 14 years in positions of progressive responsibility. Mr. Hanna served as the Chief Operating Officer from 2007 to 2017. From 2005 to 2007, he served as Senior Vice President of Operations, and he joined the Company in 2003 as Vice President of Operations. Mr. Hanna has been instrumental in developing and driving the strategic product and geographic expansion of the Company’s varied rental businesses throughout his tenure. He is well qualified to serve as Chief Executive Officer and as a member of the Board of Directors as a result of his deep institutional knowledge of the Company, its products, services, strategies and customers. Previously Mr. Hanna held various sales and operational leadership positions at SMC Corporation of America (a subsidiary of SMC Corporation, Tokyo, Japan). His prior experience also includes serving as an officer in the United States Army. Mr. Hanna received a B.S. in Electrical Engineering from the United States Military Academy, West Point, New York.

Robert C. HoodBradley M. Shusterwas elected a director of the Company in 1999. Since 1999,2017. Mr. Shuster has served as Executive Chairman and Chairman of the Board of NMI Holdings, Inc. (NASDAQ: NMIH) since January 2019. Mr. Shuster founded National MI and served as Chairman and Chief Executive Officer of the company from 2012 to 2018. Prior to founding National MI, Mr. Shuster was a senior executive of The PMI Group, Inc. (NYSE: PMI), where he has beenserved as Chief Executive Officer of PMI Capital Corporation. Before joining PMI in 1995, Mr. Shuster was a partner at Deloitte LLP, where he served aspartner-in-charge of Deloitte’s Northern California

8

Insurance and Mortgage Banking practices. He also serves as an independent investor. From 1996 to 1999, Mr. Hood was Executive Vice President and Chief Financial and Administrative Officer at Excite, Inc., onedirector of Luther Burbank Corporation (NASDAQ LBC). He holds a B.S. from the early internet portal companies. At Excite, Mr. Hood helped guide the company through its substantial growth phase, was responsible for all financial and administrative functions, spearheaded several roundsUniversity of equity financing and helped negotiate and integrate eight acquisitions. Prior to working at Excite, Mr. Hood accumulated over thirty years of business and senior-level financial experience, in both large-scale multi-national and fast growth technology companies. This experience included SEC reporting, legal affairs, human resource administration, investor relations, large-scale information systems, controllership and internal control functions, debt and equity financing, international operations, budgeting and strategic planning, acquisitions and mergers. Company affiliations included companies engaged in equipment leasing, electronic test equipment manufacturing and financial services. With his many years of senior-level business and financial experience and management positions at publicly traded companies, Mr. Hood provides valued perspective on numerous financial, administrative and strategic issues facing public companies. Mr. Hood holds an A.B. in Economics from Bates CollegeCalifornia, Berkeley and an M.B.A. from The Tuck School, Dartmouth College.the University of California, Los Angeles. Mr. Shuster has received both CPA and CFA certifications.

M. Richard Smith was elected a director of the Company in 2010. Mr. Smith also serves as a member of the Board of Directors of Aegion Corporation (NASDAQ:AEGN) (formerly InstituformInsituform Technologies, Inc.), a global provider of pipeline infrastructure protection services and technologies since 2009. He also served as a director of Sithe Global Power, LLC, an international power development company from 2008 to 2016. Mr. Smith served as Senior Vice President of Bechtel Group, Inc. and President of its fossil power business unit, where he managed Bechtel’s global fossil power engineering and construction activities, until 2007. This position

9

culminated a 26 year career with Bechtel. During that tenure, he also served as Chief Executive Officer of Intergen, a joint venture between Shell and Bechtel, from 2004 to 2005. From 1992 to 2000, Mr. Smith was at a PG&E joint venture and at PG&E Corporation where he was responsible for all corporate development activities. With his extensive experience serving as a board member and in executive management roles for a number of public companies, Mr. Smith brings to the Board of Directors a valuable perspective on issues facing public companies as well as considerable guidance on corporate development, business operations and the energy industry. Mr. Smith received a B.S. in Aerospace Engineering from Auburn University, a M.S. in Mechanical Engineering from Northeastern University and a M.B.A. from Golden Gate University.

Dennis P. Stradford was elected a director of the Company in 2002. From 2004 to 2010, Mr. Stradford waspreviously served as Chairman, President and Chief Executive Officer of Nomis Solutions, Inc., a provider of price optimization solutions to the financial services industry.industry from 2004 to 2010. He served as Nomis Solutions’ Chief Executive Officer until July 2009 and Chairman until February 2010. Mr. Stradford was also the Chief Executive Officer of CascadeWorks, Inc., a provider ofe-procurement software to Fortune 1000 companies, from 2000 to 2003. From 1998 to 2000, he was Chief Executive Officer of SupplyBase, Inc. a provider ofweb-based supply-chain management software and services. From 1985 to 1997, Mr. Stradford was with Flextronics International, Ltd., a publicly traded company, and served as its Senior Vice President, Sales and Marketing. He previously held executive and sales positions with Zehntel, Inc. and International Business Machines Corp. With his wealth of experience in senior management, Mr. Stradford brings to the Board of Directors considerable expertise on strategic, operational, and sales and marketing issues. Mr. Stradford holds a B.A. from San Jose State University and an M.A., M. Div. from St. Patrick’s University.

Ronald H. Zech was elected a director of the Company in 1989 and elected to the position ofnon-executive Chairman of the Board of Directors in June 2009. He retired in 2005 as Chairman and Chief Executive Officer of GATX Corporation, a NYSE listed company and leading provider of lease financing and related services to customers operating rail, marine, and other targeted assets. Mr. Zech was elected Chairman of GATX Corporation in April 1996, Chief Executive Officer in January 1996, and President in July 1994. Prior to that time he had served both as President and Chief Financial Officer of GATX Capital Corporation and as an officer with a major international bank. He also served on the board of The PMI Group, a former provider of mortgage insurance from 1998 to 2013. His experiences in these senior management and financial roles have included a wide range of activities associated with the management of a public company. Accordingly, he brings to the Board of Directors a valued perspective on many issues faced by the Company. He holds a B.S. in Electrical Engineering from Valparaiso University and an M.B.A. from the University of Wisconsin.

Required Vote

The nominees will be elected by a plurality of the votes cast. Abstentions and broker“non-votes,” if any, will not be counted toward the nominees’ total. However, under our Corporate Governance Guidelines, in an uncontested election, any nominee for director who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election (a “Majority Withheld Vote”) is required to tender his or her resignation following certification of the shareholder vote.

9

If a nominee for director is required to tender his or her resignation pursuant to our Corporate Governance Guidelines, then the Corporate Governance and Nominating Committee shall consider the tendered resignation and recommend to the Board of Directors whether to accept it. The Board of Directors will act on the Corporate Governance and Nominating Committee’s recommendation within 90 days following certification of the shareholder vote. The Board of Directors will promptly disclose its decision whether to accept or reject the director’s resignation offer (and the reasons for rejecting the resignation offer, if applicable) in a current report on Form8-K filed by the Company with the SEC.

Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee recommendation or the Board of Directors’ action regarding whether to accept the resignation offer.

10

If all members of the Corporate Governance and Nominating Committee receive a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote shall appoint a committee among themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them; provided, however, that if the only directors who did not receive a Majority Withheld Vote in the same election constitute three or fewer directors, then all directors may participate in the action regarding whether to accept the resignation offers.

Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

1110

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to the executive officers and directors of the Company as of March 31, 2017:29, 2019:

Kimberly A. Box, William J. Dawson, Elizabeth A. Fetter, Joseph F. Hanna, Robert C. Hood,Bradley M. Shuster, M. Richard Smith, Dennis P. Stradford and Ronald H. Zech are nominees to the Board of Directors and their descriptions appear under “Proposal No. 1: Election of Directors—Nominees.”

Keith E. Pratt was appointed Executive Vice President of the Company in February 2017. Prior to that he served asHe was appointed Senior Vice President fromin June 2007. He2007 and joined the Company in January 2006 as Vice President and was appointed Chief Financial Officer in March 2006. Prior to joining the Company, he was most recently with Advanced Fibre Communications (AFC), a public telecommunications equipment company in Petaluma, California, where he served as Senior Vice President and Chief Financial Officer. Mr. Pratt served as Chief Financial Officer from 1999 until AFC was acquired by Tellabs, Inc. at the end of 2004. He also served as Director of Corporate Development at AFC from 1997 to 1999 prior to becoming Chief Financial Officer. Prior to Mr. Pratt joining AFC, he served as Director, Strategy & Business Development Group at Pacific Telesis Group, Inc. from 1995 to 1997. Mr. Pratt has an undergraduate degree from Cambridge University in Production Engineering and an M.B.A. from Stanford University.

Randle F. Rose was appointed Senior Vice President and Chief Administrative Officer of the Company in June 2007. He joined the Company in 1997 as its Vice President of Administration and was elected Secretary of the Company in 1999. Prior to joining the Company, he served in a variety of senior finance and general management roles with Silicon Valley real estate development companies. Mr. Rose received a B.S. in Finance from San Jose State University.

12

David M. Whitney joined the Company as its Corporate Controller in 2000 and was elected Vice President and Principal Accounting Officer in March 2006. Previously he was Manager of Regional Accounting for The Permanente Medical Group in Oakland, California. Mr. Whitney holds a B.S. in Accounting from California State University at Hayward and is a Certified Public Accountant.

11

Kay Dashnerjoined the Company in 2005 as the Director of Human Resources and was promoted to Vice President, Human Resources in June 2008. Previously, she held various HR leadership positions in the retail, insurance and software industries, most recently at NetSuite from April 2005 to July 2005 and BMC Software, Inc. from March 1999 to April 2005. Ms. Dashner graduated from Santa Clara University with a B.S. in Management.

Melodie Craftjoined the Company in 2018 as the Vice President of Legal Affairs and Risk Management. Prior to joining McGrath RentCorp, Ms. Craft worked with the Company as its outside legal counsel for over a decade and was a Senior Partner in a large national law firm. In addition to her law degree, Ms. Craft has a Masters in Human Resources and Industrial Relations. Ms. Craft also has a Certificate in Risk Management and Strategic Decision Making from Stanford University.

Philip B. Hawkins was appointed Vice President and Division Manager of Mobile Modular in November 2011. He previously served as Vice President and Division Manager ofTRS-RenTelco from June 2007 to November 2011 and also held the role of Manager, Corporate Financial Planning and Analysis from June 2004 to June 2007. Mr. Hawkins was a Senior Business Analyst for Technology Rentals and Services (TRS), an electronics equipment rental division of CIT Technologies Corporation from December 2003 until TRS was acquired by the Company in June 2004. He previously served as Director of Portfolio Management and held other leadership roles with Dell Financial Services from April 1999 to December 2003. Mr. Hawkins received B.S. degrees in Accounting, Finance and Computer Information Systems from Arizona State University.

John P. Skenesky was appointed Vice President and Division Manager ofTRS-RenTelco in November 2011. He previously served as the division’s Director of Sales and Product Management from June 2007 to November 2011 and Director of Operations and Product Management from June 2004 to June 2007. Mr. Skenesky joined the Company in 1995 and served in branch management and sales roles for the RenTelco division. Prior to joining the Company, Mr. Skenesky served in lab and product management roles at Genstar Rentals from 1991 to 1994. He also served in the United States Navy from 1984 to 1990 as an electronics technician on submarines. Mr. Skenesky received an M.B.A. from Texas Christian University in 2007.

Kristina VanTrease was appointed Vice President and Division Manager of Adler Tank Rentals LLC in August 2016. She previously served as Vice President and Division Manager of Mobile Modular Portable Storage from June 2009 to August 2016. She previously served as Director of Corporate Development from July 2007 to June 2009. She joined the Company in 1992 and has served in corporate management roles as well as sales and management positions for the Company’sTRS-RenTelco division. Ms. VanTrease received a B.S. in Business Administration with a concentration in marketing from San Jose State University.

John P. Lieffrig joined the Company and was appointed Vice President and Division Manager of Mobile Modular Portable Storage in August 2016. He previously served as Vice President Sales North America for Modular Space Corporation from 2005 to 2015. Mr. Lieffrig has held several executive leadership roles with equipment rental andbusiness-to-business service organizations, including Aramark Corporation from 2002 to 2005 and GE Capital from 1988 to 2002. He also served on the Modular Building Institute Board of Directors for eight years and was elected President in 2013. Mr. Lieffrig received B.A. Degreesdegrees in Business Administration and Marketing from Carthage College.

Each executive officer of the Company serves at the pleasure of the Board of Directors.

Corporate Governance Overview

Our Board of Directors is committed to strong and effective corporate governance, and, as a result, it regularly monitors our corporate governance policies and practices to ensure compliance with applicable laws, regulations and rules, as well as the best practices.

1312

Our corporate governance program features the following:

Director Independence

The Board of Directors has determined that the sixseven(7) non-employee directors on the Board of Directors, consisting of Messrs. Dawson, Hood,Shuster, Smith, Stradford and Zech and Ms.Mses. Box and Fetter, are “independent” as defined in the listing standards of the NASDAQ Stock Market, regulations of the SEC and any other laws applicable to the Company. Mr. Hanna, as an executive officer of the Company, is not considered independent. In making these determinations, our Board of Directors considered transactions and relationships between each director and his or her immediate family and the Company and our subsidiaries, including those reported in the section below captioned “Certain“Certain Relationships and Related Transactions.Transactions”. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that such director is independent. As a result of this review, the Board of Directors affirmatively determined,

1413

determined, based on its understanding of such transactions and relationships, that the sixseven(7) non-employee directors are independent of the Company and, therefore, a majority of the members of our Board of Directors isare independent, under the applicable listing standards of the NASDAQ Stock Market.

Leadership Structure of the Board of Directors

Our Board of Directors is currently comprised of sixseven (7) independent directors and one (1) management director. Our Corporate Governance Guidelines state that the Board of Directors should remain free to decide whether the Chairman and CEO positions should be held by the same person. This allows the Board of Directors to determine the best arrangement for the Company and its shareholders, given changing circumstances of the Company and the composition of the Board of Directors. Currently the positions are separated. Mr. Zech, ournon-executive chairman, has extensive knowledge and experience in a similarly complex industry from his 27 years with GATX, has a significant understanding of the Company based on his 2830 years on the Board of Directors and has a solid relationship with the other directors and management. Mr. Hanna, our Chief Executive Officer, is a seasoned leader with over 1416 years of management and operational experience in the Company, clearly understands and drives its strategic growth and interacts well with Mr. Zech and the other directors. We believe our current leadership structure is optimal at this time.

Meetings and Committees of the Board of Directors

During 2016,2018, the Board of Directors met sixfive (5) times. NoOther than Ms. Box who joined the Board of Directors in July 2018, no director attended fewer than 75% of either (i) the total number of meetings of the Board of Directors held in 2016,2018, or (ii) the total number of meetings of the committees of the Board of Directors held in 20162018 on which he or she served. All seven (7) directors then in office attended the 2016 annual meeting2018 Annual Meeting of shareholders.Shareholders. All directors are expected to attend the Annual Meeting. The standing committees of the Board of Directors currently consist of the Compensation Committee, the Audit Committee and the Corporate Governance and Nominating Committee.

Compensation Committee

The Compensation Committee held three (3) meetings in 2016.2018. The Compensation Committee currently consists of Messrs. Dawson, Smith and Stradford and Mses. Box and Fetter. Ms. Fetter; Mr. DawsonFetter serves as its Chairman. The Board of Directors has determined that all current members of the Compensation Committee are “independent” as defined in the listing standards of the NASDAQ Stock Market, SEC regulations and any other laws applicable to the Company. In addition, the Board of Directors has determined that all current members of the Compensation Committee qualify as“non-employee directors” within the meaning of SEC Rule16b-3 as promulgated under the Exchange Act, and as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Board of Directors adopted and approved a charter for the Compensation Committee, which was most recently amended and restated on December 7,6, 2016. A copy of this charter is posted on our website at www.mgrc.com under the Investor RelationsInvestors section. The functions of the Compensation Committee, which are discussed in detail in its charter, are to (a) evaluate executive officer and director compensation policies, goals, plans and programs; (b) determine the cash andnon-cash compensation of the executive officers of the Company; (c) review and oversee the Company’s equity-based and other incentive compensation plans for employees; (d) evaluate the performance of the Company’s executive officers; and (e) direct and review the production of any reports required by the applicable rules and regulations of the SEC.

Compensation decisions for the executive officers of the Company are made by the Compensation Committee. The Compensation Committee directs the Chief Executive Officer to develop the incentive compensation guidelines for the other executive officers and to recommend the incentive compensation bonuses for each of the other executive officers, subject to approval by the Compensation Committee. Compensation decisions for directors are made by the Board of Directors after recommendations by the Compensation Committee.

1514

Audit Committee

The Audit Committee held sixfive (5) meetings in 2016.2018. The Audit Committee currently consists of Messrs. Dawson, Hood, StradfordShuster, Smith and Zech;Zech, and Ms. Box. Mr. HoodDawson serves as its Chairman. After considering transactions and relationships between each member of the Audit Committee or his or her immediate family and the Company and its subsidiaries and reviewing the qualifications of the members of the Audit Committee, the Board of Directors has determined that all current members of the Audit Committee are “independent,” as defined in the listing standards of the NASDAQ Stock Market, SEC regulations and any other laws applicable to the Company. The Board of Directors has also determined that all current members of the Audit Committee are financially literate and have the requisite financial sophistication as required by the listing standards of the NASDAQ Stock Market.Furthermore, the Board of Directors has determined that Messrs. Dawson, Hood, StradfordShuster and Zech each qualify as an Audit Committee financial expert,experts, as defined by the applicable SEC rules, pursuant to the fact that, among other things, Mr. HoodDawson was the Chief Financial Officer at several public and private companies, and was most recently the former Executive Vice President and Chief Financial Officer of Excite, Inc., Mr. Dawson was Chief Financial Officer at several public and private companies and is currentlyincluding the Chief Financial Officer of Adamas Pharmaceuticals, Inc.,; Mr. StradfordShuster is currently Executive Chairman and Chairman of the former Chief Executive OfficerBoard and of Nomis Solutions, Inc.,NMI Holdings (NASDAQ: NMIH) and previously held executive positions with several private companies and Mr. Zech is the former Chief Executive Officer of GATX Corporation, and in those respective capacities each has acquired the relevant experience and expertise and has the attributes set forth in the applicable rules as being required for an Audit Committee financial expert.

The Board of Directors adopted and approved a charter for the Audit Committee, which was most recently amended and restated on February 23, 2016.22, 2019. A copy of this charter is posted on our website at www.mgrc.com under the Investor RelationsInvestors section. The functions of the Audit Committee, which are discussed in detail in its charter, are to (a) oversee the engagement, replacement, compensation, qualification, independence and performance of the Company’s independent auditors; (b) oversee the conduct of the Company’s accounting and financial reporting processes and the integrity of the Company’s audited financial statements and other financial reports; (c) oversee the performance of the Company’s internal accounting, financial and disclosure controls function; and (d) oversee the Company’s compliance with its policies and other legal requirements as such compliance relates to the integrity of the Company’s financial reporting. The Audit Committee has also established procedures for (a) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. The Audit Committee also oversees the preparation of a report for inclusion in our annual proxy statements and is charged with the other duties and responsibilities listed in its charter. TheFor details, see“Report of the Audit Committee’s report is included Committee of the Board of Directors”in this Proxy Statement on page 51.Statement. The Audit Committee is a separately designated standing audit committee as defined in Section 3(a)(58)(A) of the Exchange Act.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee held two (2) meetings in 2016.2018. The Corporate Governance and Nominating Committee consists of Messrs. Hood, SmithShuster, Stradford and Zech and Ms. Fetter; Ms. FetterFetter. Mr. Stradford serves as its Chairman. Our Board of Directors has determined that all current members of the Corporate Governance and Nominating Committee are “independent,” as defined in the listing standards of the NASDAQ Stock Market, SEC regulations and any other laws applicable to the Company.

The Board of Directors adopted and approved a charter for the Corporate Governance and Nominating Committee, which was most recently amended and restated on February 23, 2016. A copy of this charter is posted on our website at www.mgrc.com under the Investor RelationsInvestors section. The functions of the Corporate Governance and Nominating Committee, which are discussed in detail in its charter, are to assist the Board of Directors in all matters relating to (a) the establishment, implementation and monitoring of policies and processes regarding the recruitment and nomination of candidates to the Board of Directors and committees of the Board of Directors; (b) the review and making of recommendations to the Board of Directors regarding the

16

composition and structure of the Board of Directors and committees of the Board of Directors; (c) the development, evaluation and

15

monitoring of the Company’s corporate governance processes and principles; (d) the development and implementation of, and monitoring of compliance with, the Company’s Code of Business Conduct and Ethics and making recommendations to the Board of Directors of revisions to the Code of Business Conduct and Ethics from time to time as appropriate; and (e) the administration of the Board of Directors’ annual self-evaluation process and the sharing of the results thereof with the Board of Directors for discussion and deliberation.

The Role of the Board of Directors in the Oversight of Risk

While Company management is primarily responsible for managing risk, the Board of Directors and each of its committees plays a role in overseeing the Company’s risk management practices. The full Board of Directors is ultimately responsible for risk oversight, and it discharges this responsibility by, among other things, receiving regular reports from Company management concerning the Company’s business and the material risks facing the Company. Each of the Board’s committees also plays a role in risk oversight as follows:

Audit Committee. Under its charter, the Audit Committee plays a key role in the Board of Directors’ risk oversight process. The Audit Committee’s duties include discussing the Company’s guidelines and policies with respect to risk assessment and risk management with Company management and the Company’s independent auditors. The Audit Committee also receives regular reports from Company management and discusses with management the steps taken to monitor and control risk exposures. In addition, the Audit Committee reviews all of the Company’s quarterly financial reports, including any disclosure therein of risk factors affecting the Company and its businesses. The Audit Committee regularly receives reports from, among others, the Company’s Chief Financial Officer, Principal Accounting Officer and its Compliance Officer. The Audit Committee provides regular reports to the full Board of Directors on its risk oversight activities and any issues identified.

Compensation Committee. Under its charter, the Compensation Committee reviews with its independent compensation consultant and management, as appropriate, the Company’s compensation and succession plans, policies and practices. The Compensation Committee also sets performance goals under the Company’s annual bonus and long-term incentive plans. In setting the performance targets and overseeing the Company’s compensation plans, policies and practices, the Compensation Committee considers whether such plans, policies and practices are confluent with the long-term interests of the Company’s shareholders. The Compensation Committee also considers risks that may be created and whether any such risks are reasonably likely to have a material adverse impact on the Company. The Compensation Committee considers the overall mix of compensation for all employees as well as the various risk control and mitigation features of its compensation plans, including appropriate performance measures and targets and incentive plan payout maximums. The Compensation Committee provides regular reports to the full Board of Directors on the Company’s compensation plans, policies and practices and the Compensation Committee’s oversight of compensation-related risks.

Corporate Governance and Nominating Committee. Under its charter, the Corporate Governance and Nominating Committee is responsible for, among other things, developing and recommending to the Board of Directors a set of effective corporate governance guidelines and procedures designed to assure compliance with applicable governance standards. The Corporate Governance and Nominating Committee provides regular reports to the Board of Directors.

Through the activities of the Audit, Compensation and Corporate Governance and Nominating Committees, as well as the full Board of Directors’ interactions with management concerning the Company’s business and the material risks that may impact the Company, the independent directors on the Board of Directors are able to monitor the Company’s risk management process and offer critical insights to Company management.

1716

Qualifications of Directors and Assessment of Diversity

The Corporate Governance and Nominating Committee will consider for nomination all bona fide candidates proposed by management or shareholders and will nominate directors that it believes will serve the best interests of the Company and its shareholders. Candidates must have the education, business or organizational experience and skills that will enable them to excel in carrying out their responsibilities on the Board of Directors. Candidates must possess and have demonstrated in professional endeavors the highest personal and professional ethics, integrity and values, and be committed to representing the long-term best interests of shareholders. Further, candidates must have an inquisitive and objective perspective, practical wisdom and mature judgment, and be willing and able to challenge management in a constructive manner. Candidates will also be judged on their ability to work in a collegial manner with a sense of common purpose, energy, industry knowledge, business sense and trust with other members of the Board of Directors and management, as one group acting in unison to solve difficult problems as they may arise. The candidate’s specific knowledge of the Company, its markets, and its strategy will also be considered.

When evaluating candidates, the Corporate Governance and Nominating Committee considers the diversity of the backgrounds, experience and skills of the current directors on the Board of Directors, including their gender, age, ethnic and cultural backgrounds, the long-term needs of the Company based on its strategic direction and responsible succession planning for all Board positions, and selects the candidates who will provide the most value to the Board of Directors, management and shareholders. The Corporate Governance and Nominating Committee assesses the effectiveness of its policy regarding diversity as part of the annual self-evaluation process.

The Board of Directors’ recommendations for inclusion in the slate of directors at an annual or special meeting of shareholders, or for appointment by the Board of Directors to fill a vacancy, are based on its determination, after reviewing recommendations from the Corporate Governance and Nominating Committee, as to the suitability of each recommended individual.

Director Nomination Process

Continuing Directors

The Corporate Governance and Nominating Committee will apply its director candidate selection criteria described above, including a director’s past contributions to the Board of Directors, prior to recommending a director forre-election to another term. Directors may not bere-nominated annually as a matter of course. Once the Corporate Governance and Nominating Committee evaluations are completed and the Corporate Governance and Nominating Committee has considered all other potential director candidates, it recommends the best slate of candidates for approval by the full Board of Directors.

New Directors

Generally, once a need to add a new member to the Board of Directors is identified, the Corporate Governance and Nominating Committee will initiate a search by working with staff support, seeking input from members of the Board of Directors and senior management and hiring a consultant or search firm, if necessary.

After a slate of possible candidates is identified, certain members of the Corporate Governance and Nominating Committee, other members of the Board of Directors and senior management have the opportunity to interview the prospective candidate(s). The remaining members of the Board of Directors who do not interview the prospective candidate(s) are kept informed. After completing its selection process, the Corporate Governance and Nominating Committee ultimately determines and recommends the best candidate(s) for approval by the full Board of Directors.

18

A description of the procedure to be followed by security holders in submitting director recommendations is set forth in “Shareholder Recommendations for Membership on our Board of Directors” below. The director candidate selection criteria will be equally applied to both continuing directors and shareholder-submitted director candidates.

17

Director Compensation

Our Compensation Committee periodically seeks input from independent compensation consultants on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. The Compensation Committee reviewsnon-employee director compensation every two years. In October 2014,November 2016, our Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to conduct a review and analysis of thenon-employee director compensation program to be considered by the Compensation Committee in establishing thetwo-year 20152017 and 20162018 compensation review cycle remuneration levels for ournon-employee directors.

The 2015 and 20162018 compensation described below was approved by the Board of Directors based on Pearl Meyer’s analysis and recommendations of the Compensation Committee. For a more complete description of the methodologies used by our compensation consultants and the Compensation Committee, please refer to “Compensation Consultant and Peer Group Selection” on page 24 ofin this Proxy Statement.

For 2016,2018, eachnon-employee director of the Company was compensated for his or her services as a director with an annual retainer of $42,000.$50,000. In addition to the annual retainers, the Chairs of the Board of Directors, Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee received additional annual retainers of $30,000, $20,000, $20,000, $14,000$15,000 and $9,000$10,000 respectively. Each other member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee received annual retainers of $8,000, $6,000$10,000, $7,000 and $4,000$5,000 respectively. Ms. Box was elected to the Board of Directors on July 23, 2018 and therefore received prorated compensation for her service as a director of the Company in 2018 in the amount of $25,928. Members of the Board of Directors do not receive additional compensation for attending Board or committee meetings. Allnon-employee directors are reimbursed for expenses incurred in connection with attending Board of Directors or committee meetings. Mr. KakuresHanna received no additional compensation for his servicesservice as a director. These annual retainers are included in the 2016“2018Non-Employee Director Compensation Table” below.

For fiscal years 20172019 and 2018,2020, based on Pearl Meyer’s November 20162018 updated analysis and the recommendations of the Compensation Committee,non-employee directors received increases to their retainers to adjust to the 20172019 and 20182020 peer group median. For fiscal years 20172019 and 2018,2020, eachnon-employee director of the Company will receive an annual retainer of $50,000.$65,000. In addition to the annual retainers, the Chairs of the Board of Directors, Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee will receive additional annual retainers of $30,000,$40,000, $20,000, $15,000 and $10,000 respectively. Each other member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee will receive annual retainers of $10,000, $7,000$7,500 and $5,000 respectively. Mr. Hanna will not receive any additional compensation for his services as a director.

In addition to cash compensation, each of thenon-employee directors of the Company has historically received an annual Restricted Stock Unit (“RSU”) equity grant denominated as a fair value and then converted to shares rounded to the nearest 100 at the date of grant. Based on Pearl Meyer’s 2014 analysis conducted in 2016, the Compensation Committee recommended, and the Board of Directors approved, the fair value of the 20162018 equity grant of approximately $95,000.$110,000. On February 29, 2016,March 1, 2018, the Board of Directors granted eachnon-employee director RSUs under the 20072016 Plan for 3,9002,200 shares of the Company’s Common Stock with a vesting date of April 1, 2017.2019. Each of these grants represented an equivalent total equity compensation of $95,940,$109,912, based on the NASDAQ Stock Market close price of $24.60$49.96 on February 29, 2016.March 1, 2018; except for the prorated grant to Ms. Box of 1,100 shares of the Company’s Common Stock, which represented equivalent total equity compensation of $68,420, based on the NASDAQ Stock Market close price of $62.20 on July 23, 2018. The total equity compensation values can fluctuate slightly each year due to rounding. These 20162018 RSU grants are included in the 2016“2018Non-Employee Director Compensation Table below.

1918

Based on Pearl Meyer’s 20162018 updated analysis, the Compensation Committee recommended, and the Board of Directors approved, the fair value of the 20172019 equity grant of approximately $110,000.$120,000. On March 2, 2017,February 28, 2019, the Board of Directors granted eachnon-employee director RSUs under the 2016 Plan for 3,2002,000 shares of the Company’s Common Stockcommon stock with a vesting date of April 1, 2018.2020. Each of these grants represented an equivalent total equity compensation of $110,624$119,680 based on the NASDAQ Stock Market closeclosing price of $34.57$59.84 on March 2, 2017.February 28, 2019. The total equity compensation values can fluctuate slightly each year due to rounding. These 20172019 RSU grants will be included in the 2017“2019Non-Employee Director Compensation Table”in next year’s Proxy statement.

The table below summarizes the compensation paid by the Company to itsnon-employee directors for the fiscal year ended December 31, 2016.2018.

20162018NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

Director Stock Ownership

The Board of Directors believes that, in order to align the interests of directors and shareholders, directors should have a significant financial (equity) stake in the Company. Each director has a target ownership level of 5,000 shares of Common Stock to be achieved by each director within five years of joining the Board of Directors or as soon thereafter as practicable. In evaluating whether the Common Stock value ownership guideline has been met, all Common Stock owned and 50% of the value (market price less stock option exercise price) of all vested unexercised stock options is considered. As of April 12, 2017, all10, 2019, the ownership level of each of ournon-employee directors, were in compliance withexcept Mr. Shuster and Ms. Box, exceeded the stock ownership requirements.target.

Director Annual Evaluation

It is important to the Company that the Board and its committees are performing effectively and in the best interests of the Company and its shareholders. The Board performs an annual self-assessment, led by the Chair of the Corporate Governance and Nominating Committee to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The Chair of the Corporate Governance and Nominating Committee then follows up on this feedback and takes such further action as he or she deems appropriate.

2019

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

In this Proxy Statement, we refer to Messrs. Kakures, Hanna, Pratt, Hawkins, Skenesky and RoseMs. VanTrease collectively as our named executive officers. Mr. Kakures wasHanna is our Chief Executive Officer;Officer, Mr. Pratt wasis our Chief Financial Officer and Messrs. Hanna, Hawkins and RoseSkenesky and Ms. VanTrease were our next three highest compensated executive officers serving as of December 31, 2016. Mr. Kakures’ early retirement from2018.

Business Performance Highlights and Alignment with Compensation

2018 was a successful year for the Company was deemed to be March 16, 2017.

Overview

We achieved moston many fronts. Each of our 2016 financial targets despite another challenging year. Our modular division continueddivisions contributed healthy growth in rental revenues and operating income, with overall companypre-tax income exceeding plan by 15.62%. A stronger economic backdrop provided tailwinds in many of the markets and customer segments we serve and our focus on improving economic returns on our invested capital base was successful. The key to strengthen while wegrowing rental revenues beyond historical rates was improved pricing disciplines, better focus on customer segments that were impacted by persistent weakness in our tankprofitable and box division, as well as a slower communications test equipment environment in our electronics division.judicious deployment of new capital. The Company’s balance sheet remains strong with low leverage compared to many of our peers in thebusiness-to-business rental industry. We continue to believe the Company is well-positioned to execute on our long-term strategic objectives.

During 2016, we continued to selectively invest in rental assets and infrastructure in support of our portfolio of rental businesses as we focused on growing market share andA major focus for 2018 across all divisions was optimizing our operating metrics. In support of that focus, we adjusted one component of the executive officers’ profitability cash bonus plan, placing more emphasis on the rate of return achieved on rental assets to include both rentalmetrics and sales margins. We also significantly increased the weighting of this particular profitability component. We continue to increaseimproving our focus on pricing optimization and enhanced return on invested capital (ROIC). To support and enhance the Company’s focus on driving the achievement of short-term (annual) profitability targets as well as long-term (three-year) financial return targets, adjustments were made to the 2018 compensation plans for the CEO and executive officers. For 2018, annual profitability targets were based onpre-tax income (“ROIC”PTI”) measures.

Throughout 2016,for corporate officers and division earnings before interest and taxes (“DEBIT”) for division officers. PTI and DEBIT previously accounted for approximately 55%—60% of the total profitability bonus target in prior compensation plans. In 2018, PTI/DEBIT accounted for 100% of the annual profitability bonus target in compensation plans. We believe this singular focus and the metric chosen is the right short-term performance objective to enhance value for our executive management team continuedshareholders. In conjunction with the modification to build increasingly capable leadership groupsthe short-term profitability targets, we also made a change in supportthe metric used to determine achievement of a larger McGrath RentCorp and long-term shareholder value growth. In 2010, the Company began to grant stock appreciation rights (“SARs”) andperformance based restricted stock units (“RSUs”) in equal values annually, split between personal merit / service-based awards and three-year profitability performance-based awards, respectively. At. Performance RSUs were previously earned based upon EPS or DEBIT. Effective with the core of our programs to grant SARs and RSUs to our key employees is a strong belief that these equity-linked vehicles allow us to recruit and retain key employees and align their interests with those of our shareholders. Due to a variety of factors, the recipients of many of these2018 equity grants, awarded since 2012 have not realized any or only a minor benefit to date. As a resultperformance RSUs are earned based upon achievement of these dynamics,three-year ROIC targets. In addition, for 2018, in an effort to retain key managers, solidify leaders in newly promoted positions,attract new talent and to continue to build senior leader equity positions,an ownership mentality for executive officers, the Company issued all personal merit/service-based SARs to all recipients on its 2016 annual equityCompensation Committee approved the grant date. For 2017, we returned to the 50% SARsof a mix of time-based and 50% performance-based RSUs, approach.with the time-based grants vesting over five years and performance based grants vesting at the end of each three-year performance period. This approach more closely aligns our equity compensation with our peer companies and common market practices. As we do each year, we will continue to reevaluate our forms of equity and consider the most appropriate grant methodology, including the mix of personal merit / service-based SARs versus profitability performance-based RSUs.approach.

Executive Compensation Practices at a Glance

We strive to have compensation programs that serve to attract and retain our best people, align the interests of our employees with that of our shareholders by focusing incentive compensation on pay for performance, and at the same time assure good corporate governance. Over the years, always with a focus on enhancing long-term shareholder value, we have implemented many changes including using SARsstock appreciation rights (“SARs”) and RSUs with longer term targets, stock ownership guidelines, a compensation recoupment policy, a risk-hedging policy, change in control arrangements, limited perquisites, net settlement features in equity grants to reduce the effect of dilution and setting realistic stretch targets specifically focused on our rental industry metrics.

2120

21

The following sections describe all features of our executive compensation in more detail. In addition, this year’s disclosure includes more details of our profitability goals and results for further clarity.

22

Compensation Philosophy and Objectives

The purpose of the Company’s executive compensation program is to attract and retain exceptional managerial talent and to reward performance by establishing measurable objectives to drive future performance, thus aligning our executive officers’ interests with those of our shareholders. We believe the most effective compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals of the Company. Our primary objective is to align our executive officers’ interests with the interests of our shareholders by rewarding achievement of established goals that contribute to increased long-term shareholder value. To that end, part of our executive officers’ compensation is directly tied to identifiable, objective goals by which performance can be measured. In addition, in structuring our executive compensation program, we set the compensation of our executive officers to be competitive relative to the compensation paid to similarly situated executives of our peer group companies and the broader general market.

Advisory Vote on Executive Compensation

At the 20162018 Annual Meeting, 88.1%93.3% of the shares of Common Stock represented and voting on the advisory vote on executive compensation proposal were in favor of our named executive officer compensation as disclosed in our 20162018 proxy statement. The Board of Directors and Compensation Committee reviewed these final vote results and determined that given the significant level of support, our executive compensation policies and decisions discussed in the “Compensation Discussion and Analysis” were appropriate to achieve our objectives.

We believe that it is important for our shareholders to have an opportunity to vote on executive compensation on an annual basis. The advisory vote provides shareholders with the opportunity to express their views regarding our executive compensation philosophy, policies, programs and decisions, as disclosed in our proxy statement for the applicable year. Our Board of Directors and Compensation Committee value the opinions of our shareholders, and to the extent there is any significant vote against our compensation practices for executive officers, we will consider our shareholders’ concerns and assess whether any actions should be taken. In addition to our annual advisory votes on executive compensation, we are committed to ongoing engagement with our shareholders on executive compensation and corporate governance issues. These dialogue opportunities take place throughout the year through meetings, telephone calls and correspondence involving our senior management, and may, on occasion, also involve directors and representatives of our shareholders. We appreciate and welcome the support and feedback from our shareholders on these critical compensation topics as we seek to ensure we attract and retain the best leadership, reward measurable performance and maximize shareholder value.

Accordingly, our Board of Directors recommends that you vote “FOR”FOR Proposal 3 at the Annual Meeting and that you vote for “ONE YEAR” for Proposal 4 as the preferred frequency with which shareholders are provided with an advisory vote on executive compensation.Meeting. For more information, see “Proposal3—Non-Binding Advisory Vote To Approve the Compensation of the Company’s Named Executive Officers” and “Proposal 4 –Non-Binding, Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation”in this Proxy Statement.

Executive Compensation Program Design

The Compensation Committee has the responsibility for establishing, implementing and continually monitoring the compensation of the Company’s executive officers. The Compensation Committee oversees and approves the design of the executive compensation program to ensure that the total compensation paid to our executive officers is fair, reasonable, competitive and is aligned with the goals and objectives of the Company. For the fiscal year ended December 31, 2016,2018, the principal components of compensation for executive officers were:

2322

The Compensation Committee determined that these five elements, with a significant percentage of total compensation allocated to“at-risk” performance-based incentives, best align the interests of our executive officers with our shareholders and achieve our overall goals for executive compensation. The Annual Bonus rewards achievement of annual incentive goals and the long-term equity incentive compensation rewards achievement of long-term growth in shareholder value and sustained financial health of the Company. There is nopre-established policy or target for the allocation between either cash andnon-cash or short-term and long-term incentive compensation. Rather, the Compensation Committee reviews relevant market compensation data from its compensation consultant and other sources, and uses its judgment to determine the appropriate level and mix of incentive compensation on an annual basis.

Compensation Consultant and Peer Group Selection

The Compensation Committee periodically seeks input from its outside compensation consultant on a range of external market factors, including evolving compensation trends, appropriate peer companies and market survey data. In October 2014, the Compensation Committee retained Pearl Meyer to conduct a review and analysis of our current compensation program to be considered by the Compensation Committee in establishing the 2015-2016 compensation levels for ournon-employee directors and executive officers; and in OctoberNovember 2016, the Compensation Committee retained Pearl Meyer to conduct a review and analysis of our current compensation program to be considered by the Compensation Committee in establishing the 2017-2018 compensation levels for ournon-employee directors and executive officers; and in November 2018, the Compensation Committee retained Pearl Meyer to conduct a review and analysis of our current compensation program to be considered by the Compensation Committee in establishing the 2019-2020 compensation levels for ournon-employee directors and executive officers. After consideration of several factors relating to the independence of Pearl Meyer, including those guidelines set forth in the NASDAQ listing standards, the Compensation Committee determined that Pearl Meyer is independent.

In late 2014,2016, Pearl Meyer provided an analysis with relevant market data and alternatives to consider when making compensation decisions for ournon-employee directors and executive officers. The analysis compared each element of total compensation against a peer group of publicly-traded companies.companies and compensation survey data in the case of the executive officers. The Compensation Committee primarily used this peer group in 2015 and 2016 for purposes of assessing our total compensation program. Accordingly, we refer to this peer group as the “2015-2016 Compensation Peer Group.” We believe that the 2015-2016 Compensation Peer Group consisted of companies against which we competedcompete for recruiting and retaining qualified line and staff executives and independentnon-employee directors. In selecting the Compensation Peer Group, the Compensation Committee also sought to comply with best practice parameters by including companies in a similar industry or geography and with similar financial metrics, such as revenue, market capitalization and net income. These selected companies consisted of a combination of primarily technology companies of comparable size based in the San Francisco Bay Area, business services companies and national rental, leasing and equipment finance companies. Based on the competitive landscape for attracting and retaining qualified executive officers and board members, particularly in the San Francisco Bay Area where the Company’s corporate offices and Northern California operational center are located, the Compensation Committee gave appropriate consideration and weighting to the subset of San Francisco Bay Area-based technology companies within the 2015-2016 Compensation Peer Group. The Compensation Committee generally targets the total compensation for ournon-employee directors and executive officers at or slightly aboveapproximately the median (the 50th percentile) of compensation paid to similarly situated executives of the companies in the applicable year’s compensation peer group.

Other factors were also taken into consideration when determining executive officer remuneration levels, including:

24

23

The companies comprising the 2015-2016 Compensation Peer Group are as follows:

In connection with Pearl Meyer’s November 2016non-employee director and executive compensation assessment for fiscal years 2017-2018, the Company updated the Compensation Peer Group to eliminate companies that were no longer publically traded. The Company also complied with best practice parameters by including companies in a similar industry or geography and with similar financial metrics such as, revenue, market capitalization and net income. Based on this update, the Compensation Committee approved removing two acquired companies from the 2015–2016 list (IntegratedSilicon Solution Inc. and Micrel Inc.), and added two new companies to the group utilizing the above criteria (G&K Services, Inc. and Nanometrics Incorporated). TAL International Group, Inc. was acquired by Triton International LTD in 2016 but remains a comparator as the compensation data is still available.

The companies comprising the 2017-2018 Compensation Peer Group are as follows:

In connection with Pearl Meyer’s November 2018non-employee director and executive compensation assessment for fiscal years 2019-2020, the Company updated the Compensation Peer Group to eliminate companies that were no longer publically traded or relevant peers. The Company also followed best practice parameters by including companies in a similar industry, geography or with similar financial metrics such as revenue, market capitalization and net income. Based on this update, the Compensation Committee approved removing eight (8) companies from the prior Peer Group: two (2) that were acquired and six (6) Silicon Valley technology companies. In their place, the Company, upon recommendation from Pearl Meyer, added three (3) companies from the leasing/rental industry (Herc Holdings, Ritchie Bros. Auctioneers Incorporated and WillScot Corporation) and four (4) companies from related industries (Air Transport Services Group, Inc., Civeo Corporation, Simpson Manufacturing Co., Inc. and US Ecology, Inc.).

The companies comprising the 2019-2020 Compensation Peer Group are as follows:

Process of Setting and Approving Executive Compensation; Role of Chief Executive Officer

The Compensation Committee approves annual compensation levels and equity awards to all of our executive officers. The process is described below:

The five steps below describe the process of setting and approving executive compensation and the role of the Chief Executive Officer in a typical year. In October 2016, in Mr. Kakures’ absence, an Interim Office of the Chief Executive Officer was established and Mr. Hanna was designated to work directly with the Compensation Committee on behalf of the CEO.

25

1.    The Compensation Committee reviews an independent compensation consultant’s analysis (performed every other year) to evaluate for each executive officer (1) a target total compensation amount, (2) the appropriate allocation of base salary, annual bonus and long-term equity incentive compensation, (3) risk of any compensation element that could have an adverse impact on the Company and (4) if there should be any change to the forms of compensation to better align our executive officers’ interests with those of our shareholders.

24

2.    For the Chief Executive Officer, the allocation of base salary, annual bonus and long termlong-term equity incentive compensation and the applicable performance target levels are determined by the Compensation Committee, in consultation with the Chairman of the Board of Directors and separately with all of the independent directors. The Chief Executive Officer has no role in setting his compensation.

3.    For the other executive officers, the Chief Executive Officer recommends the allocation of base salaries, annual bonuses and long-term equity incentive compensation and the applicable performance target levels for each of the other executive officers. These recommendations are presented to the Compensation Committee for the Compensation Committee’s consideration and, if appropriate, approval.

4.    Shortly after the end of the fiscal year, the Chief Executive Officer reviews the performance of each executive officer (other than himself) against his or her established personal objectives for the year and general management responsibilities. The conclusions reachedresponsibilities and recommendations based on these reviews are presented by the Chief Executive Officer to the Compensation Committee for consideration. The Compensation Committee exercises its discretion in modifying any recommended adjustments or awards. The Compensation Committee then approves, as presented or modified, all compensation for these executive officers.determines achievement level attained.

5.    Shortly afterAt the end of the fiscal year, the Compensation Committee reviews the Chief Executive Officer’s performance. The Compensation Committee then determines, based on the market data and the Chief Executive Officer’s performance, and after consultation with the Chairman of the Board of Directors and separately with all independent directors, the compensation of the Chief Executive Officer.

2016 Executive Compensation Elements

2018 and 2019 Annual Base Salary

The Company provides its executive officers and other employees with a base salary to compensate them for services rendered in the fiscal year. Base salary ranges for executive officers are determined for each executive based on his or her position using the following criteria:

Salary levels are typically considered as part of the Company’s performance review process on an annual basis as well as upon promotion or other change in job responsibility. Merit increases to salaries of each executive officer are based on the Chief Executive Officer and the Compensation Committee’s assessment of the individual’s performance in his or her annual performance.

26

2016 and 2017 Annual Base Salary

The table below sets forth the annual base salary of each of our named executive officers in 2016.2018. Based on the performance results of 2016,2018, the outlook for the Company in 2017,2019, the updated analysis conducted by the Compensation Committee’s compensation consultant the appointment of Mr. Hanna to the positions of President and CEO, the promotion of Mr. Pratt to the position of Executive Vice President in addition to his CFO role on February 27, 2017 and Mr. Hanna’s input for executive officers other than himself, the Compensation Committee considered and approved the increased base salaries for the named executive officers in 20172019 also shown in the table below.

2018Non-Equity Performance-Based Incentive Compensation

The 2018 Bonus Plan is comprised of two components. The first component compensates the executive for his or her efforts leading to the Company’s success at meeting its annual profitability goals. Annual profitability targets will bepre-tax income for corporate officers and division earnings before interest and taxes for division officers. The second component measures the executive officer’s success at accomplishing his or her personal annual priorities. These two components are used to assure an emphasis on annual profitability and to define each executive officer’s specific role with measurable goals to achieve annual and long-term increases in shareholder value. The weighting of these two components varies depending on the individual executive officer’s ability to influence profitability; however, generally the profitability component is approximatelytwo-thirds to three-quarters of the total so as to better align compensation with total shareholder return.

Component 1—Profitability:

Most of our executive officers are eligible to earn a cash bonus tied to the Company’s success at meeting certain annual profitability goals. The profitability goal of the Company for most of its executivecorporate officers (including four of its named executive officers) has three components—approximately 60% is based 100% on the Company’spre-tax income (“PTI”), 25% is based on the Company’s return on rental equipment pool (“RREP”) and 15% is based on total Company sales, general and administrative expenses (“TSGA”) in relation to overall Company revenue.income.

25

The profitability goal for a Vice President & Division Manager will vary by division; however, in most cases (including one of the Company’s named executivedivision officers Mr. Hawkins, who holds a divisional officer position), it is based 55%100% on his or her respective divisional EBIT (“DEBIT”) profitability, 30% on divisional RREP (“DRREP”)the division’s earnings before interest and 15% on divisional sales, general and administrative expenses (“DSGA”) in relation to divisional revenue.taxes.

PTI and TSGADEBIT are calculated from results reported on the Company’s income statement. RREP is calculated by taking gross profit on rents and subtracting direct SG&A, then adding gross profit on used sales, dividing the result by the monthly average original acquisition cost of equipment (includingheld-for-resale equipment and accessories).

The Company believes these are the most appropriate metrics to support the long-term financial health of the Company. We use a collaborative process between our Chief Executive Officer, Chief Financial Officer and

27

various other executive officers to determine the annual profitability goal for each of the executive officers of the Company, whichthe goals are then recommended to the Compensation Committee. The Compensation Committee then reviews each executive officer’s compensation history and performance before determining final levels for such profitability goals.

The annual profitability goals for each division and the Company are established at the beginning of each fiscal year based upon a “realistic stretch” philosophy. The Company’s management determines the potential annual financial performance for each division and the Company based upon its outlook for the opportunity levels in the markets in which it operates, strategic and tactical initiatives and other key factors and special circumstances, applying a “realistic stretch” view to what potentially can be accomplished. We expect that although it would take a significant amount of effort on the part of each individual, 100% of the target annual profitability level can be achieved for the year. We assume any amount in excess of the target annual profitability goal would be difficult to achieve without extraordinary effort or the occurrence of significant and unforeseen changes in the competitive landscape. Each executive officer has a designated percentage of base salary for the calendar year that can be earned for achieving 100% of his or her respective annual profitability goal. For levels achieved between 80%2018, based on input from Pearl Meyer and 99% of the profitability goal, a rapidly reducing scale is utilized to determine bonus percentage amounts of base salary as shownconsistent with common practices in the table below.

No amount undermarket, the Bonusthreshold for the 2018 Plan is paid for levelssuch that 80% achievement will result in 50% bonus eligibility. Achievement below 80% results in zero payout. At 120% achievement, of the PTI, RREP, DEBIT or DRREP profitability components. There is zero payout potential for achievement below 100%plan pays a maximum of the TSGA and DSGA components. For each 1% increase achieved above 100% of the profitability goals an additional 2% of base salary is awarded, multiplied by the individual profitability component factor. The maximum overage percentage of base salary that can be earned by an executive officer cumulatively for all profitability goals is the individual executive officer’s maximum profitability percentage at 100% of achievement of the goal, as listed below for the named executive officers under “Bonus Plan Percentages,” so that the maximum he or she can earn is two times the target bonus percentagetarget for profitability. Achievement and resulting bonus payouts for performance between Threshold and Target, and Target and Maximum are determined based upon straight-line interpolation.

Component 2—Personal Annual Priorities:

The second component for the Bonus Plan measures each executive officer’s success at accomplishing his or her personal annual priorities. Final determination of the personal annual priorities for each executive officer rests with the Chief Executive Officer (other than the personal annual priorities of the Chief Executive Officer,

28

which are determined by the Compensation Committee, after consultation with the Chairman of the Board of Directors and separately with all independent directors). These personal annual priorities are measured periodically throughout the year and paid annually, using a collaborative process between the Chief Executive Officer or a Seniorthe Executive Vice President and each executive officer. The personal annual priorities generally are comprised of a maximum of four (4) items deemed to be the most critical priorities that require action to be taken for the current evaluation period. Each priority is weighted according to (1) the critical nature of the priority relative to other priorities and (2) the amount of time and effort involved in accomplishing the priority relative to other priorities.

Listed below under“2018Bonus Plan PercentagesPercentages”” is a schedule identifying each named executive officer and the percentage amounts of base salary for the calendar year 20162018 that could have been earned under this component for achieving a 100% rating for all personal priorities. In the event of outstanding achievement under an individual personal annual priority, an executive officer may receive up to a maximum score of 125%.

26

Although infrequent, it is possible for an executive officer to achieve 125% in each of his or her personal annual priorities. Each personal annual priority goal represents a challenge and complete success is not always solely in the control of the executive officer. There are factors that may affect the outcome, including changes in market conditions and unanticipated variables. Each personal annual priority is measured and the overall weighted average of achievement for all personal annual priorities is multiplied by the total percentage of base salary allotted to personal annual priorities available to each executive officer. The Compensation Committee annually uses its discretion to allocate specific percentages of profitability and personal annual priorities for each executive officer.

2018 Bonus Plan Percentages:

Based on each named executive officer’s performance results in 2015,2017, the outlook for the Company in 2016, the analysis conducted by the Compensation Committee’s consultant,2018 and the CEO’s input for executive officers other than himself, the Compensation Committee considered and approved the bonus plan percentages for the profitability goal and the personal annual priorities components in 20162018 for the named executive officers as shown in the table below (which includes percentages applicable if the target is met for each goal, as well as the maximum percentages applicable if the target is exceeded for each goal).

29

Based on each named executive officer’s performance results in 2016, the outlook for the Company in 2017, the appointments of Mr. Hanna to President and CEO and Mr. Pratt to Executive Vice President in addition to his CFO role on February 23, 2017 and the CEO’s input for executive officers other than himself, the Compensation Committee considered and approved the bonus plan percentages for the profitability goal and the personal annual priorities components in 2017 for the named executive officers as shown in the table below (which includes percentages applicable if the target is met for each goal, as well as the maximum percentages applicable if the target is exceeded for each goal).

Under the terms of the 2018 Bonus Plan, in the event of a named executive officer’s termination with the Company, voluntarily or involuntarily, with or without cause, which occurs prior to the end of the fiscal year, his or her cash bonus is prorated accordingly and distributed to that named executive officer upon termination.

20162018 Goals and Results:

The Company’s 2016With respect to annual profitability goalsgoals:

Therefore, based on the terms of the 20162018 Bonus Plan, total profitability goal bonus amounts earned for each of Messrs. Kakures, Hanna, Pratt, Hawkins, Skenesky and RoseMs. VanTrease were $388,512, $206,333, $184,122, $172,052$765,488, $296,139, $193,992, $156,271 and $85,016$199,631, respectively.

With respect to personal annual priorities goals:

27

Each of Messrs. Kakures, Hanna, Pratt, Hawkins, Skenesky and RoseMs. VanTrease received $118,094, $96,200, $95,626, $50,975$132,524, $78,981, $53,962, $42,514 and $72,134,$48,036, respectively, based on the achievement of their 20162018 personal annual priorities goals.

30

The Annual Bonus amounts under the Bonus Plan paid to each of the named executive officers are also listed in column (g) in the“Summary Compensation TableTable”” on page 37 of in this Proxy Statement.

2019Non-Equity Performance-Based Incentive Compensation

The 2019Non-Equity Performance-Based Incentive Compensation plan is unchanged from 2018. Refer to “2018Non-Equity Performance-Based Incentive Compensation”in this Proxy Statement for plan specifics.

Long-Term Incentive Compensation

In 2010,2018, in an effort to retain key managers, attract new talent, limit dilution and reinforce an ownership mentality for executive officers, the Compensation Committee adopted an approach to grant equity awards in a mix of stock appreciation rights (“SARs”)time-based and performance-based restricted stock units (“RSUs”) split equally between personal merit/service-based equity awards (SARs)(RSUs) with time-based grants vesting over five years and performance-based awards (RSUs). The goal was to increasegrants vesting at the employee’s focus on longer-term financialend of each three-year performance targets, decrease the share dilution impact of equity grants, and increase the likelihood of employees holding more shares over time.period.

For designated employees, including executive officers, the standard approach approved by the Compensation Committee was to grant 50% of the equity value to be granted as SARsperformance-based RSUs vesting at the end of each three-year performance period and 50% of the equity value to be granted as RSUs. SARs vestservice-based RSUs vesting over five (5) years and in effect are merit/service-based equity remuneration.years. Performance RSUs are earned based upon achievement of a three-year cumulative EPS goalcorporate ROIC target (for corporate employees/officers) and on division specific ROIC targets for all corporate employees/officers, and achievement of a three-year cumulative division EBIT (DEBIT), or division rental revenue (DRR) target for employees/officers of a specific division.divisional officers/employees. Having each divisional officer’s performance tied directly to his or her respective division’s performance allows for that officer to be measured with diminished influence, positive or negative, of any other division’s performance. RSUs vest 60% upon meeting the EPS/DEBIT/DRR target at the end of year three with subsequent vesting of 20% per year over the next two years for the remainder of the RSUs.

The 2014 to 2016 Company RSU grant three-year cumulative earnings per share (“EPS”) target was $5.85 and the actual three-year cumulative EPS total achieved was $4.94 (84% of goal) and no Company RSUs were earned by any executive officers. The 2014 to 2016 modular division RSU grant three-year cumulative DEBIT target was $50,873,000 and the actual three-year cumulative DEBIT total achieved was $53,988,000 (106.1% of goal) and 4,160 shares were earned by Mr. Hawkins.

Consistent with the Company’s Equity Granting Policy, as described under that heading below, in February 2016,March 2018, designated employees, including executive officers, received equity grants, the amounts of which that were granted to our named executive officers are listed in the “20162018 Grant of Plan-Based Awards” table on page 38 ofin this Proxy Statement.

Due toFor 2019, in a variety of factors, the recipients of many of the equity grants awarded since 2012 have not realized any or only a minor benefit to date. As a result of these dynamics, in ancontinuing effort to retain key managers, solidify leaders in newly promoted positions,more closely align our equity granting practices with our peer group and common market practices, the Committee approved changing the vesting schedule for future time-based RSUs grants from five years to continue to build senior leader equity positions, the Company issued all personal merit/service-based SARs to all recipients on its 2016 annual equity grant date. As we do each year, we will continue to reevaluate our forms of equity and consider the most appropriate grant approach, including the mix of personal merit / service-based SARs versus profitability performance-based RSUs.

When making annual executive officer equity grants, we first establish a dollar value of the total equity compensation to be awarded to each executive officer based on input from the Compensation Committee’s consultant’s analysis, and the CEO’s recommendations for executives other than himself. We take 50% of the award amount and divide that number by the current Black-Scholes option pricing model value per share then round to the nearest 100 shares to determine the total number of option or SARs shares to be awarded. We take the remaining 50% of the award amount and divide by the closing price of our shares on the NASDAQ Global Select Market on the date of the grant then round to the nearest 100 shares to determine the total number of RSU full value shares to be awarded, subject to achievement of a three-year cumulative EPS (corporate) or DEBIT/DRR (divisional) goal. Although we use what we consider to be a reasoned approach in determining the number of SARs or RSUs to award our executive officers with a formula that is based on a widely accepted option pricing model, the ultimate value of the equity issued only becomes clear when underlying shares vest and are sold. The SARs may not realize any value, while RSUs may decline in value. Conversely, SARs and RSUs may

be worth much more than the fair value initially estimated on the date of grant. As a result, we do not consider realizable gains from prior stock option or other types of equity grants or existing levels of share ownership when setting new grant amounts.

Executive Officer Stock Ownership and Stock Holdback Guidelines

The Board of Directors believes that, in order to better align the interests of management and shareholders, executive officers should have a significant financial (equity) stake in the Company. Each executive officer has a target level of Company Common Stock value to achieve within seven (7) years of the later of his or her date of hire or March 1, 2007.hire. The target level of Common Stock value to be achieved is a multiple of each executive officer’s base salary. The multiples of executive officer base salary are four (4) times for the Chief Executive Officer and two (2) times for all other executive officer positions. In evaluating whether the Common Stock value ownership guideline has been met, all shares of Common Stock owned, Employee Stock Ownership Plan (“ESOP”) shares and 50% of the value (market price less strike price) of all vested unexercised stock options are considered. The Board of Directors evaluates whether exceptions should be made for any executive officer on whom this requirement would impose a financial hardship.

Each executive officer has a 10% holdback provision for RSU equity grant settlements to facilitate earlier achievement of stock ownership under the Company’s stock ownership guidelines.

Equity Granting Policy

In 2007, the Board of Directors adopted an equity granting methodology (part of the 2007 Plan) whereby there is one annual equity grant date, which is the date when the blackout window opens after theyear-end earnings are released. All designatednon-employee directors, executive officers and key employees are eligible to receive an equity grant on the annual equity grant date with an exercise price (for stock options or SARs), or grant price (for RSUs), equal to the NASDAQ Stock Market close price on that day. The Board of Directors convenes a meeting on this date after the NASDAQ Stock Market closes to determine the number of shares to be granted. The Board of Directors may authorize the Chief Executive Officer an additional allotment of options or shares to be granted at his discretion to new hires and promotion candidates, other than executive officers, over the course of a given timeframe, with the grant date and exercise or grant price based on the last trading day of each month of the employment event. This allotment is not available to executive officers, as all grants to executive officers must be made by the Compensation Committee.

Compensation Recoupment Policy

In 2011, the Board of Directors adopted a Compensation Recoupment Policy that applies to executive officers if the Company is required to restate its financial statements. The Board believes it is desirable and in the best interests of the Company and its shareholders to maintain and enhance a culture that is focused on integrity and accountability and believes that this policy discourages conduct detrimental to the Company’s sustained growth. This Compensation Recoupment Policy requires any current or former executive officer, in the event of a financial restatement, to reimburse the Company with respect to any incentive compensation (including cash and equity awards) received during the past three years that is in excess of that which would have been received if such compensation had been based upon the financial statements as so restated. The Compensation Recoupment Policy is posted on our web site at www.mgrc.com under the Investors/Corporate Governance section.

Risk-Hedging Policies

Pursuant to the Company’s Insider Trading Policy, which was most recently amended and restated on February 23, 2017, executives of the Company are prohibited from engaging in short-term or speculative securities transactions with respect to the Company’s Common Stock, such as short sales, puts, calls and other exchange-traded derivatives. These prohibited transactions can have the effect of reducing or cancelling the risk

32

of an investment in the Common Stock, particularly in the short-term. Therefore, these prohibited transactions may create the appearance that the executives are trading on inside information. Additionally, certain forms of hedging or monetization transactions allow a shareholder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the holder to continue to own the covered securities, but without full risks and rewards of ownership.

29

Therefore, executives are also prohibited from hedging transactions. The Company’s Insider Trading Policy further provides that Company personnel who purchase or sell Company securities in the open market may not correspondingly sell or purchase any Company securities of the same class during the six months following the purchase. The Insider Trading Policy is posted on our web site at www.mgrc.com under the Investors/Corporate Governance section.

Perquisites and Other Personal Benefits

Executive officers are entitled to and eligible only for the same fringe benefits for which all of our employees are eligible. We do not have programs in place to provide personal perquisites for any employee. Our healthcare and other insurance programs, including the programs’ participation costs, are the same for all eligible employees, except that any executive officer employed with the Company for at least 20 years may remain on the Company’s health insurance policy after retiring from the Company, provided that such executive officer pays 100% of the premiums. Our annual matching contributions to the Company’s KSOP, expressed as a percentage of eligible wages, up to a stated percentage of eligible wages (and any discretionary contributions that we may make to the KSOP, expressed as a percentage of eligible wages), are also the same for all eligible employees, including each named executive officer, subject to all applicable Internal Revenue Service contribution limits and formulas for plans of these types.

Change in Control Arrangements

In 2013, the Compensation Committee adopted a “Change in Control Severance Plan.”Plan”. The adopted plan had an initialtwo-year term with no automatic renewal. This action was taken by the Compensation Committee to help ensure appropriate behavior by individuals in key management roles in evaluating, presenting and acting upon change in control opportunities involving the Company that may arise. The Compensation Committee believes that adopting this Plan is in the best interests of shareholders in helping to ensure a) the individuals in those management roles most likely to influence a change in control opportunity are appropriately incentivized to act in the best interests of shareholders, b) continuity of management before and during an impending transaction, or the need for continuity in management after a change in control and c) the Company’s continuing ability to attract talented senior management members, as well as to avoid executives departing due to limited or no remuneration protections in the event of a change in control transaction. Further, the Compensation Committee believes that stable corporate leadership exhibiting the desired management behaviors is imperative in order for shareholders to be in a position to realize a favorable premium in a potential sale of the Company. In, April 2017,December 2018, the Compensation Committee renewedrecommended and the Board approved amending the provisions of the Plan for anothertwo-year term with the samefollowing terms and conditions.

Key provisions of the adopted Plan include:

33

Existing equity compensation plans provide for full acceleration of equity awards upon a qualifying termination after a change in control for all employees of the Company. The Compensation Committee believes

30

that providing this vesting acceleration assists us in attracting and retaining key employees, including our executives and promotes stability and continuity of our key employees, which we believe is in the best interests of our shareholders. For details, see “Potential Payments upon Termination or Change in Control” on page 40 ofin this Proxy Statement.

Involuntary Termination Severance Policy

In 2013, the Compensation Committee established general guidelines to address involuntary termination severance eligibility and payments for executive officer level positions. The Compensation Committee believes that adopting this Policy is in the best interests of shareholders in helping to ensure the Company’s continuing ability to attract and retain talented senior executives. The guidelines provided are considered to be a general policy statement and are not intended to create a binding right to severance on the part of any person. The Compensation Committee also may take into consideration other factors in determining any deviation from the general guidelines. The general guidelines of the Policy will not apply in any case to an individual for any termination which would entitle them to severance pursuant to a written plan of or agreement with the Company. Therefore, the severance benefits outlined below are not additive to any change of control benefits that any individual may otherwise be eligible to receive.

Key provisions of the adopted Policy include:

Tax and Accounting Implications

Deductibility of Executive Compensation

Section 162(m) of the Code generally limits theour corporate tax deduction for compensation paid to certain executive officers to $1 million unless suchper year. Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, this limitation did not apply to compensation qualifiesthat qualified as “performance-based compensation.” Among other things,“performance-based” compensation under Section 162(m) requires approval of the performance-based compensation by our shareholders. Code. Under the TCJA, this “performance-based” exception was repealed for taxable years beginning after December 31, 2017, except with respect to certain “grandfathered” compensation.

The Compensation Committee intends to maximize our ability to deduct executive compensation for tax purposes to the extent structuring our executive compensation for tax purposes is in alignment with our compensation philosophy. The Compensation Committee nonetheless reserves the right to use its judgment to authorize compensation payments that domay not comply with the exemptions in Section 162(m) of the Codebe deductible when the committee believes that such payments are appropriate and in the best interests of our shareholders, after taking into account changing business conditions or the executive officer’s performance. In addition, the Compensation Committee cannot provide any assurances that compensation intended to qualify for deductibility under Section 162(m) will in fact be deductible because: (1) a number of requirements must be satisfied in order for the compensation to qualify; and (2) uncertainties as to the application and interpretation surrounding this section

3431

currently exist. With respect to the compensation paid to our named executive officers in 2016, the non performance-based compensation was below the $1 million Section 162(m) limit for all of our named executive officers.

Accounting for Stock-Based Compensation

We accrue our named executive officers’ salaries and incentive awards as an expense when earned. For our stock based compensation, the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718,Compensation—Stock Compensation (“ASC 718”), requires us to recognize compensation expense within our income statement for all share-based payment arrangements, which includes employee stock option plans. The expense is based on the grant-date fair value of the equity award granted and is recognized ratably over the requisite service period. The Compensation Committee considers the expense of equity awards as part of its overall evaluation of our equity compensation program.

Compensation Policies and Practices and Risk Management

The Compensation Committee considers potential risks when reviewing and approving the compensation programs for our executive officers and other employees. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our programs available for our executive officers:

The Compensation Committee also reviews the key design elements of our compensation programs in relation to industry practices, as well as the means by which any potential risks may be mitigated, such as through our internal controls and oversight by management and the board. Based on this review, the CompensationCommittee concluded that based on a combination of factors, our compensation policies and practices do not incentivize excessive risk-taking that could have a material adverse effect on the Company.

3532

Compensation Committee Report

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, that might incorporate future filings, including this Proxy Statement, with the SEC, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filings, nor shall the following report be deemed to be incorporated by reference into any future filings under the Securities Act or the Exchange Act, unless specifically stated to be incorporated by reference therein.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Compensation Committee:

Elizabeth A. Fetter, Chair

Kimberly A. Box

William J. Dawson Chair

Elizabeth A. Fetter

M. Richard Smith

Dennis P. Stradford

3633

Summary Compensation Table

The following table provides summary information concerning the compensation earned during the fiscal years ended December 31, 2016,2018, December 31, 20152017 and December 31, 20142016 by each of our named executive officers.

Summary Compensation Table

CEO Compensation Pay Ratio

We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create shareholder value. We monitor the relationship between the compensation of our executive officers and the compensation of ournon-managerial employees. For 2018, the total compensation of Joe Hanna, our President and Chief Executive Officer of $2,482,289, as shown in the “Summary Compensation Table” above, (the “CEO Compensation”), was approximately 44 times the total cash compensation of a median employee calculated in the same manner of $56,623.

3734

Our CEO to median employee pay ratio is calculated in accordance with the SEC’s rules pursuant to Item 402(u) of Regulation2016S-K. We identified the median employee by examining the 2018 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2018, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2018. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees.

2018 GRANTS OF PLAN-BASED AWARDS

3835

20162018 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END