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 6, 20189, 2021

To the Shareholders of McGrath RentCorp:

NOTICE IS HEREBY GIVEN that the 20182021 Annual Meeting of Shareholders (the “Annual Meeting”) of McGrath RentCorp, a California corporation (the “Company”), will be held virtually only at the Company’s principal executive offices located at 5700 Las Positas Road, Livermore, California 94551,www.meetingcenter.io/297808827, on Wednesday, June 6, 2018,9, 2021, at 2:00 p.m., local time.PST. Shareholders who are unablewill be able to attend may listen, vote, and submit questions from any remote location that has internet connectivity. There will be no physical location for shareholders to a live webcast of the Annual Meeting on the Company’s investor relations website athttps://investors.mgrc.com/shareholder-services/annual-meeting.

attend. 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 20192022 Annual Meeting of Shareholders 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, 2018;2021;

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

4. 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 10, 201812, 2021, 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

ShareholdersAs a result of the public health and travel concerns related to the coronavirus or COVID-19 pandemic, we are holding the Annual Meeting as a virtual meeting (via live audio webcast) format only. On behalf of the Board of Directors and management of the Company, we cordially invitedinvite you to attend the Annual Meeting in person. by virtual presence by logging into our live webcast at: www.meetingcenter.io/297808827.

Whether or not you expect to attend the Annual Meeting via virtual presence, 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 persononline if you attend the Annual Meeting.Meeting via virtual presence. 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.nominee and register for the Annual Meeting in advance through our transfer agent, Computershare. Once proof of your proxy power (legal proxy) has been obtained, send the proof reflecting your holdings along with your name and email address to legalproxy@computershare.com to obtain your 15-digit control number. Registration must be received no later than 5:00 p.m., Eastern time, on Thursday, June 3, 2021.

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,

Kay DashnerMelodie Craft

Vice President,

Human ResourcesLegal Affairs and Risk Management and Corporate Secretary

Livermore, California

April 27, 20182021

McGRATH RENTCORP

5700 Las Positas Road

Livermore, California 94551

PROXY STATEMENT

FOR 20182021 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 20182021 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Wednesday, June 6, 2018,9, 2021, at 2:00 p.m., local time,PST, via virtual meeting only at the Company’s principal executive offices located at 5700 Las Positas Road, Livermore, California 94551,www.meetingcenter.io/297808827, and any adjournment or postponement thereof. There will be no physical location for shareholders to attend. 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, 2018.3, 2021.

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 6, 20189, 2021

Our Proxy Statement and 20172020 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 whatWhen is the Company’s main telephone number?Annual Meeting?

The Company’s principal executive offices are locatedAnnual Meeting will be held on Wednesday, June 9, 2021, at 5700 Las Positas Road, Livermore, California 94551.2:00 p.m., PST, via virtual meeting only. There will be no physical meeting to attend. As part of our precautions regarding the coronavirus or COVID-19 pandemic, all of the members of the Board of Directors and our entire management team will participate via virtual presence only.

How do I participate in the virtual Annual Meeting?

You will not be able to attend the Annual Meeting physically. You or your proxyholder may participate, vote, and ask questions at the Annual Meeting by visiting www.meetingcenter.io/297808827 and using your 15-digit control number found on your proxy card and the password MGRC2021.

To be admitted to the virtual Annual Meeting, you will need the 15-digit control number included on your proxy card, or the instructions that accompanied your proxy materials, and the password MGRC2021. The Company’s main telephone number is (925)Annual Meeting will begin promptly at 2:00 p.m., PST. Online 606-9200.check-in will begin at 1:00 p.m., PST, and you should allow ample time for the online check-in procedures. If you have difficulty accessing the virtual Annual Meeting, please visit https://support.vevent.com and click on the “Support” link in the upper right of the broadcast screen or call (888) 724-2416 or (781) 575-2748 for assistance.

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If you hold shares through an intermediary, such as a bank, broker or other nominee, you will need to contact such bank, broker or other nominee to request a legal proxy and register for the Annual Meeting in advance through our transfer agent, Computershare Trust Company, N.A. (“Computershare”). Once proof of your proxy power (legal proxy) has been obtained, send the proof reflecting your holdings along with your name and email address to legalproxy@computershare.com to obtain your 15-digit control number. Registration must be received no later than 5:00 p.m., Eastern time, on Thursday, June 3, 2021.

This year’s shareholders’ question and answer session will include questions submitted live during the Annual Meeting. You may submit a question in advance of the Annual Meeting by sending it via electronic mail to investor@mgrc.com. Questions may be submitted during the Annual Meeting through www.meetingcenter.io/297808827. We expect to respond to appropriate questions during the Annual Meeting, and may also respond to questions on an individual basis or by posting answers on our Investor Relations website after the meeting.

What matters will be considered at the Annual Meeting?

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

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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.

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.

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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 of 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.

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”),then 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

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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

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the Annual Meeting and voting in person.via online presence at our virtual meeting. However, your attendance at the Annual Meeting via online presence 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 personvia online presence at the virtual Annual Meeting?Meeting?” below.

Who is entitled to vote?

The close of business on April 10, 201812, 2021, has been fixed as the record date (the “Record Date”) for determining the holders of shares of common stock of the Company, no par value (“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 24,119,51324,218,320 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 by online presence or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

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, in compliance with the General Corporation Law of the State of California, if a candidate nominated for election to the Board of Directors has had such candidate’s name placed in nomination prior to the shareholder vote and a shareholder gives notice, prior to the voting, of such shareholders’ intention to cumulate such shareholder’s votes, then (and only then) every shareholder voting for the election of directors maywill be entitled to cumulate such shareholder’s votes for the election of directors 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 unlessIf, in connection with the candidate’s name has been placed in nomination prior toelection of directors, cumulative voting is selected, then the voting and the shareholder, or any other shareholder, has given notice at the Annual Meeting prior to the

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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.

It is intended that shares represented by proxies in the accompanying form will be voted for the election of persons nominated by management. If votes are cast for any candidates other than those nominated by the Board of Directors, the persons authorized to vote shares represented by executed proxies in the enclosed form (if authority to vote for the election of Directors or for any particular nominee is not withheld) will have full discretion and authority to vote cumulatively and allocate votes among any or all of the nominees of the Board of Directors in such order and in such numbers as they may determine in their sole discretion, provided all the above-listed requirements for cumulative voting are met.

An automated system administered by Computershare will tabulate votes cast by proxy and Kay Dashner,Melodie Craft, the Company’s Vice President of Legal Affairs and Corporate Secretary, will act as the inspector of elections to tabulate votes cast in personvia online presence 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:

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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. Onlydirectors, unless prior to the vote on the election of directors a shareholder has validly given notice of its intent to cumulate votes, in which case you may allocate votes (eight per share of Common Stock held) among all director nominees. In the absence of cumulative voting, 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 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.

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With respect to Proposal No. 2 of this Proxy Statement, the affirmative vote of a majority of the shares of Common Stock present or represented and votingentitled to vote 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, 2021. Abstentions will have the same effect as voting against this proposal. BrokerBecause the ratification of auditors is considered a “routine” matter for which brokers may vote in the absence of shareholder direction, there will not be any broker “non-votes,”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 present or represented and votingentitled to vote 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.

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

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directors, “FOR” the ratification of the appointment of Grant Thornton LLP and “FOR” approval of the compensation of the Company’s named executive 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 the discretion to cast votes on routine matters, such as the ratification of the appointment of an independent auditor (as requested in Proposal No. 2), 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 (as requested in Proposal No. 1) or votes on the compensation of the Company’s named executive officers (as requested in Proposal No. 3), without such voting instructions.

May I vote my shares in personvia online presence at the virtual 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 wishMeeting via online presence. To be admitted to give a proxythe virtual Annual Meeting, and 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 usevote via online presence at the Annual Meeting.Meeting, you will need the 15-digit control number included on your proxy card, or the instructions that accompanied your proxy materials, and the password MGRC2021.

For Shares Registered in the Name of a Brokerage Firm or Bank: Yes, but in order to do so you will first haveneed to ask yourcontact such bank, broker or other intermediarynominee 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.register for the Annual Meeting in advance through our transfer agent, Computershare. Once proof of your proxy power (legal proxy) has been obtained, send the proof reflecting your holdings along with your name and email address to legalproxy@computershare.com to obtain your 15-digit control number. Registration must be received no later than 5:00 p.m., Eastern time, on Thursday, June 3, 2021.

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

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 afterfollowing the enddate of the Annual Meeting.

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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.shareholders by the Company. 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.

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What is the deadline for receipt of shareholder proposals?

Requirements for Shareholder Proposals to be Considered for Inclusion in the Company’sCompany’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 Meeting of the Company’s shareholders to be held in 20192022, including the nomination of director candidates, must be received by the Company no later than January 8, 20193, 2022, in order to be considered for inclusion in the Company’s proxy materials for thatthe 2022 shareholder meeting.

Discretionary Authority. The proxies to be solicited by the Board of Directors for the 20192022 Annual Meeting of the Company’s shareholders will confer discretionary authority on the proxyholdersproxy holders to vote on any shareholder proposal presented at such Annual Meeting if the Company fails to receive notice of such proposal by March 25, 2019.19, 2022.

Nomination of Director Candidates. Shareholders may propose director candidates for consideration by our Corporate Governance and Nominating Committee. In addition to being timely submitted to the Compliance Officer of the Company at our principal executive offices by the deadline described below, any such proposal must include all of the required information listed under “Shareholder Recommendations for Membership on our Board of Directors.” Any shareholder director nominee intended to be presented at the Annual Meeting of the Company’s shareholders to be held in 2022 must be received by the Compliance Officer no later than January 3, 2022.

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 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 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 Investors 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, 20172020, and filed with the SEC on February 27, 201823, 2021 (the “2017“2020 Annual Report”), without charge to any shareholder upon written request to McGrath RentCorp, 5700 Las Positas Road, Livermore, California 94551 Attn: Investor Relations.

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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)nine (9). Each director serves aone-year term. The Board of Directors is currently composed of the following seven (7)nine (9) directors whose terms will expire upon the election and qualification of directors at the Annual Meeting: Kimberly A. Box, Smita Conjeevaram, William J. Dawson, Elizabeth A. Fetter, Joseph F. Hanna, Bradley M. Shuster, M. Richard Smith, Dennis P. Stradford, and Ronald H. Zech. At each Annual Meeting of shareholders, directors will be elected for full terms of one year to succeed those directors whose terms are expiring.

At the 2021 Annual Meeting, the shareholders will elect seven (7)eight (8) directors. Messrs. Dawson, Hanna, Shuster, Smith, and Stradford and ZechMses. Box, Conjeevaram, and Ms. Fetter have each been nominated to serve aone-year term, until the Annual Meeting of Shareholders to be held in 2019,2022, 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, Shuster, Smith, or Stradford or Zech or Ms.Mses. Box, Conjeevaram, and Fetter will be unable or unwilling to serve as a nominee or as a director if elected.

Mr. Zech is retiring from the Board of Directors as of the date of the Annual Meeting. Accordingly, he is not standing for re-election.

Mr. Zech has served as the non-executive Chairman of the Board since 2009. The Board has acted to appoint Mr. Shuster (assuming he is elected by our shareholders at the Annual Meeting), who is currently Vice-Chairman of the Board, to the role of non-executive Chairman of the Board immediately following the Annual Meeting. Following Mr. Shuster’s appointment to the role of Chairman, there will no longer be anyone holding the position of Vice-Chairman of the Board.

Nominees

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

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Kimberly A. Box was elected a director of the Company in 2018. Ms. Box was previously 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 (NYSE: HPQ), holding various executive positions, the most recent being Vice President Global IT Services, a position she held until 2009 when she left Hewlett Packard. Ms. Box also serves on the board of directors of American River Bank (NASDAQ: AMRB) and Applied Science, Inc. (“ASI”). With her diverse cross-industry experience, Ms. Box brings a unique perspective and valuable experience to the Board of Directors. Ms. Box holds a Bachelor of Science in Business Administration with a concentration in Management and a minor in Computer Science from California State University, Chico. She has also completed the Executive Development Program at The Wharton School of the University of Pennsylvania.

Smita Conjeevaram was elected a director of the Company in January 2021. A non-management director identified Ms. Conjeevaram as a director nominee and presented such nomination to the Nominating and Corporate Governance Committee as a highly qualified candidate who brings relevant experience and diverse perspectives to the Board. Ms. Conjeevaram previously served as Chief Financial Officer of Credit Hedge Funds & Deputy Chief Financial Officer of the Credit Funds for Fortress Investment Group LLC from 2010 to 2013. She also previously served as Chief Financial Officer for Everquest Financial LLC, Strategic Value Partners, LLC, ESL Investments, Inc., and Sentinel Advisors, LLC. She is a CPA with experience at Price Waterhouse as Manager, International Tax—Financial Services Group and at Ernst & Young as Senior, General Tax. An experienced independent director and audit committee member, Ms. Conjeevaram serves on the board of SS&C Technologies Holdings, Inc. (NASDAQ: SSNC), SkyWest, Inc. (NASDAQ: SKYW), and WisdomTree Investments, Inc. (NASDAQ: WETF). Ms. Conjeevaram has a B.S., Accounting and Business Administration, Magna Cum Laude, from Butler University, Indianapolis, Indiana and a B.A., Economics from Ethiraj College, Madras, India. Ms. Conjeevaram’s leadership in the financial industry as well as her accounting and compliance background bring significant and valuable experience to the Board of Directors.

William J. Dawson was elected a director of the Company in 1998 and elected as Chairperson of the Audit Committee in 2017.1998. Mr. Dawson previously served as the Chief Financial Officer at Adamas Pharmaceuticals, Inc. (NASDAQ: ADMS), a specialty pharmaceutical company from 2014 until his retirement in 2017. He also previously served as Chief Financial Officer at Catalyst Biosciences, Inc., a then privately-held biotechnology company, for two years from 2010 to 2012 and he was Vice President, Finance and Chief Financial Officer with Cerus Corporation (NASDAQ: CERS), a publicly held biopharmaceutical company, from August 2004 to April 2009. Prior to joining Cerus, he spent a total of 26 years in senior financial positions at companies in biotechnology, healthcare services and information technology, investment banking, energy, and transportation, 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.transportation. 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 private institutional investment management company and subsidiary of Wellington Management Company, LLP, and Nalu Medical, Inc., a private institutional investment managementprivately-held medical device 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.

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Elizabeth A. Fetter was elected a director of the Company in 2014 and elected as Chairperson of the Compensation Committee in 2017.2014. Ms. Fetter also serves as 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 2017.2017 and Talend (NASDAQ: TLND), a global leader in cloud data integration and data integrity since January 2020. Ms. Fetter previously served as a member of the Board of Directors of Alliant International University, Inc., a private equity funded university from 2015 to 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

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Officer and a director of Jacent Technologies, a privately held supplier ofon-demand ordering solutions for the restaurant industry. Ms. Fetter has additionally previously served as a Division CFO and taught Finance and Accounting at the Graduate level. 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., a private-equity funded university, where she served as a trustee from 2004 to 2013.2013 and as a member of the Board of Directors from 2015 to 2017. With her nearlyover 20 years of public and private company board service and past CEO experience at multiple companies,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 organizationorganization.

Joseph F. Hanna was appointed President, Chief Executive Officer and a director 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.

Bradley M. Shusterwas elected a director of the Company in 2017. He currently serves2017 and elected to the position of Vice-Chairman in February 2020. 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 NMI Holdings, (NASDAQ: NMIH) and its principal subsidiary, National Mortgage Insurance Corporation (National MI), positions he has held since 2012. Mr. Shuster also serves as a member of the Board of Directors of Luther Burbank Corporation (NASDAQ: LBC) a bank holding company who specializes in real estate secured lending in major metropolitan areas on the West Coast, a position he has held since 1998.from 2012 to 2018. Prior to joining NMI,founding National MI, Mr. Shuster was ana senior executive withof The PMI Group, for 13 years,Inc. (NYSE: PMI), where he held various positions over the course of his tenure, the most recent being President of International and Strategic Investments andserved as Chief Executive Officer of PMI Capital Corporation. Before joining PMI in 1995, Mr. Shuster was a partner at Deloitte LLP.LLP, where he served as partner-in-charge of Deloitte’s Northern California Insurance and Mortgage Banking practices. He also serves as an independent director of Luther Burbank Corporation (NASDAQ: LBC). With his extensive experience in the financial sector, as well as his experiences as Executive Chairman and as a senior executive of various publicly traded companies, Mr. Shuster provides significant value to the Board of Directors. He holds a B.S. in Business Administration from the University of California, Berkeley and an M.B.A. from the University of California, Los Angeles. Mr. Shuster has received both CPA and CFA certifications.

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 culminated a 26 year26-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.

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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, aan M.S. in Mechanical Engineering from Northeastern University and aan M.B.A. from Golden Gate University.

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Dennis P. Stradford was elected a director of the Company in 2002 and elected as Chairperson of the Corporate Governance and Nominating Committee in 2017. From 2004 to 2010,2002. 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 tradedpublicly-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. (NYSE: IBM). 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.

If prior to the vote on the election of directors a shareholder has validly given notice of its intent to cumulate votes, you will have eight votes per share of Common Stock held which you may allocate among the director nominees. In such an event, the eight nominees receiving the highest number of votes “FOR” will be elected to the Board.

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

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

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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.

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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, 2018:2021:

Kimberly A. Box, Smita Conjeevaram, William J. Dawson, Elizabeth A. Fetter, Joseph F. Hanna, Bradley M. Shuster, , M. Richard Smith, and 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.” (Mr. Zech is retiring from the Board of Directors as of the date of the Annual Meeting. Accordingly, he is not standing for re-election.)

Keith E. Pratt was appointed Executive Vice President of the Company in February 2017. He was appointed Senior Vice President in June 2007 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

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1997. Mr. Pratt has an undergraduate degree from Cambridge University in Production Engineering and an M.B.A. from Stanford University.

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.

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Kay DashnerTara Wescott joined the Company in 20052020 as the Director of Human Resources and was promoted to Vice President, Human Resources in June 2008. Previously, sheResources. Prior to joining McGrath, Ms. Wescott held various senior executive leadership roles in Human Resources between 2000—2020 at Macy’s Inc., including leading HR leadership positions in the retail, insurancefor Macys.com and software industries, most recently at NetSuite from April 2005 to July 2005 and BMC Software, Inc. from March 1999 to April 2005.Macy’s Technology. Ms. DashnerWescott graduated from Santa ClaraCalifornia State University, East Bay with a B.S. in Management.Business Administration with a concentration in Marketing.

Melodie Craft joined the Company in 2018 as the Vice President of Legal Affairs and Risk Management and was additionally appointed as Corporate Secretary in 2019. Prior to joining McGrath RentCorp, Ms. Craft worked with the Company as its outside legal counsel for over a decade and was a 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 and a Certificate in Sustainable Capitalism and ESG through University of California, Berkeley.

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 VanTreaseVan Trease 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. VanTreaseVan Trease 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. degrees in Business Administration and Marketing from Carthage College.

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

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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.

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Our corporate governance program features the following:

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Director Independence

The Board of Directors has determined that the sixeight (8) non-employee directors on the Board of Directors, consisting of Messrs. Dawson, Shuster, Smith, Stradford and Zech, and Ms.Mses. Box, Conjeevaram, and Fetter, are “independent” as defined in the listing standards of the NASDAQ Stock Market and regulations of the SEC and any other laws applicable to the Company.SEC. 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 “ “CertainCertain 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 a director is independent. As a result of this review, the Board of Directors affirmatively determined, based on its understanding of such transactions and relationships, that the sixeight (8) 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.

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Leadership Structure of the Board of Directors

Our Board of Directors is currently comprised of sixeight (8) 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 29 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 1518 years of management and operational experience in the Company, and he clearly understands and drives itsour strategic growth and interacts well with Mr. Zechthe Chairman of the Board, the Vice-Chairman of the Board, and the other directors.

Following Mr. Zech’s retirement at the Annual Meeting, the Board will act to appoint Mr. Shuster (assuming he is elected by our shareholders at the Annual Meeting), who is currently Vice-Chairman of the Board, to the role of non-executive Chairman of the Board immediately following the Annual Meeting. Following Mr. Shuster’s appointment to the role of Chairman, there will no longer be anyone holding the position of Vice-Chairman of the Board. Mr. Shuster has served as Vice-Chairman of the Board since 2020, in which role he was able to prepare for the transition from Mr. Zech to him of the Chair responsibilities. Mr. Shuster has extensive experience as a senior executive of a public company and experience on other boards of directors, which is coupled with his deep knowledge of our Company. His appointment to the role of Chairman will allow Mr. Hanna to continue to focus on his strategic and operational priorities.

We believe our current leadership structure is optimal at this time.

Board Succession

Our Board of Directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. As part of our board’s succession planning, the Corporate Governance and Nominating Committee and our Board of Directors regularly review the composition of the Board of Directors and assess the balance of knowledge, experience, skills, expertise, tenure, and diversity that is appropriate for the Board of Directors and the Company. In that regard, Mr. Zech and the Board of Directors expect that Mr. Zech will retire from the Board of Directors at the 2021 Annual Meeting of Shareholders. The Board of Directors has appointed Mr. Shuster to be the Vice-Chairman of the Board of Directors, with an expectation that Mr. Shuster will succeed Mr. Zech as the Chairman of the Board of Directors following the 2021 Annual Meeting of Shareholders.

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Board Tenure

Our Board of Directors recognizes that its current members have served on the Board of Directors for various tenures, with the shortest tenure being less than one year but with other directors serving for greater than 10 years. Our Board of Directors believes that the Board represents a balance of industry, technical and financial experiences, which provide effective guidance and oversight to management. Our governance policies reflect our belief that directors should not be subject to term limits. While term limits could facilitate fresh ideas and viewpoints being consistently brought to the Board of Directors, we believe they are counterbalanced by the disadvantage of causing the loss of a director who, over a period of time, has developed insight into our strategies, operations, and risks and continues to provide valuable contributions to board deliberations. Nonetheless, our Board of Directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. In the past five years, three new directors have joined our Board of Directors, with the latest, Ms. Conjeevaram, joining our Board in 2021. Our Nominating and Corporate Governance Committee will continue to prioritize diversity of background, as well as diversity from underrepresented communities in future Board searches.

Meetings and Committees of the Board of Directors

During 2017, theThe Board of Directors met eight times.seven (7) times in 2020. No director attended fewer than 75% of either (i) the total number of meetings of the Board of Directors held in 2017,2020, or (ii) the total number of meetings of the committees of the Board of Directors held in 20172020 on which he or she served. All seveneight (8) directors then in office attended the 20172020 Annual Meeting of Shareholders.Shareholders via virtual participation. All directors are expected to attend the 2021 Annual Meeting.Meeting via virtual participation. 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 threefive (5) meetings in 2017.2020. The Compensation Committee currently consists of Messrs. Dawson, Smith and Stradford and Ms. Fetter;Mses. Box and Fetter. Ms. Fetter serves as its Chairman.Chair. 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 and SEC regulations and any other laws applicable to the Company.regulations. 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 6, 2016.Committee. A copy of this charter is posted on our website at www.mgrc.com under the Investors 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.Committee after the review by the Board of Directors. 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.

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Audit Committee

The Audit Committee held fivesix (6) meetings in 2017.2020. The Audit Committee currently consists of Messrs. Dawson, Shuster, Smith and Zech;Zech, and Mses. Fetter and Conjeevaram. Mr. Dawson serves as its Chairman.Chair. Ms. Conjeevaram was elected by the Board of Directors to join the Audit Committee effective February 18, 2021. After considering transactions and

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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 and SEC regulations and any other laws applicable to the Company.regulations. 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, Shuster and Zech and Mses. Fetter and Conjeevaram 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. Dawson was the Chief Financial Officer at several public and private companies, including the Chief Financial Officer of Adamas Pharmaceuticals, Inc.; Mr. Shuster is currently Executive Chairman and Chairman of the Board and Chief Executive Officer of NMI Holdings, (NASDAQ: NMIH)Inc. and previously held executive positions with several private companies andcompanies; Mr. Zech is the former Chief Executive Officer of GATX Corporation,Corporation; Ms. Fetter has served as the CEO of three public companies, served as a divisional CFO, taught finance and accounting at the graduate level, and served as a financial expert on other boards; and Ms. Conjeevaram is a CPA and has served in the capacity of Chief Financial Officer for four privately held financial and investment firms and is also an experienced independent director and audit committee member; 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.Committee. A copy of this charter is posted on our website at www.mgrc.com under the Investors 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. For details, see“Report of the Audit Committee of the Board of Directors”in this Proxy 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 threetwo (2) meetings in 2017.2020. The Corporate Governance and Nominating Committee consists of Messrs. Shuster, Stradford and Zech, and Ms. Fetter;Mses. Box and Conjeevaram. Mr. Stradford serves as its Chairman.Chair. Ms. Conjeevaram was elected by the Board of Directors to the Corporate Governance and Nominating Committee effective February 18, 2021. 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 and SEC regulations and any other laws applicable to the Company.regulations.

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.Committee. A copy of this charter is posted on our website at www.mgrc.com under the Investors section. The functions of the Corporate Governance and Nominating Committee, which are discussed in detail in its charter,

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

Environmental, Social and Governance Matters

We believe that sound corporate citizenship and attention to environmental, social and governance (“ESG”) principles are essential to our success. Wherever possible, the products, services, and practices of the Company are designed to promote the ESG principles. We are committed to operating with integrity, contributing to the local communities surrounding our offices and facilities, promoting diversity, developing our employees, focusing on sustainability and being thoughtful environmental stewards. Our Board provides oversight of management’s efforts around these ESG topics and is committed to supporting the Company’s efforts to operate as a sound corporate citizen.

We believe that an integrated approach to business strategy, corporate governance, and corporate citizenship creates long-term value. Among the ways in which we have demonstrated our commitment to ESG matters are the following:

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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 playsplay 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 and also identifies candidates for future service on 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.

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

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interests of shareholders. Further, candidates must have an inquisitive and objective perspective, practical

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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.

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” in this Proxy Statement.below. The director candidate selection criteria will be equally applied to both continuing directors and shareholder-submitted director candidates.

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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

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years. In November 2016,2018, 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 2017-20182019 and 2020 compensation review cycle remuneration levels for ournon-employee directors.

The 2017-20182020 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” in this Proxy Statement.

For 2017,2020, eachnon-employee director of the Company was compensated for his or her services as a director with 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 received 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 received annual retainers of $10,000, $7,000$7,500 and $5,000 respectively. Members of the Board of Directors do not receive additional compensation for attending Board or committee meetings. Mr. Hood retired from the Board of Directors on July 27, 2017 and therefore received prorated compensation for his service in the amount of $37,500. Mr. Shuster was elected to the Board of Directors on July 27, 2017 and therefore received prorated compensation for his service as a director of the Company in 2017 in the amount of $27,908. Allnon-employee directors are reimbursed for expenses incurred in connection with attending Board of Directors or committee meetings. Mr. Hanna received no additional compensation for his service as a director. These annual retainers are included in the“20172020 Non-Employee Director Compensation Table”Table” below.

For fiscal year 2021, based on Pearl Meyer’s November 2020 updated analysis, the Compensation Committee recommended, and the Board of Directors approved, no increase to the retainers for non-employee directors in this Proxy Statement.

Since director compensation is reviewed every two years, each2021. Each non-employee director of the Company will receive the same cash compensationannual retainer as described in the paragraph above for their service on the Company’s Board and its committees in the 20182021 fiscal year. The Compensation Committee will review the updated analysis and recommendations from Pearl Meyer again in November 2021 for fiscal year 2022. Anynon-employee director not serving on the Board of Directors for the full calendar year will receive prorated compensation based on that portion of the year in which he or she served. These annual retainers are included in the“20172020 Non-Employee Director Compensation Table”in this Proxy Statement. below.

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 analysis conducted in 2016,2018, the Compensation Committee recommended, and the Board of Directors approved, the fair value of the 20172020 equity grant of approximately $110,000.$120,000. On March 2, 2017,February 27, 2020, the Board of Directors granted eachnon-employee director RSUs under the 2016 Plan 3,2001,700 shares of the Company’s Common Stock with a vesting date of April 1, 2018, except for Messrs. Hood and Shuster, who receivedpro-rated grants in the amount of 1,400 shares and 1,600 shares, respectively.2021. Each of these grants represented an equivalent total equity compensation of $110,624, except for the prorated grants to Messrs. Hood and Shuster, which represented equivalent total equity compensation of $48,398 and $55,312, respectively,$119,612, based on the NASDAQ Stock Market close price of $34.57$70.36 on March 2, 2017.February 27, 2020. The total equity compensation values can fluctuate slightly each year due to rounding. These 20172020 RSU grants are included in the“20172020 Non-Employee Director Compensation TableTable” ”in this Proxy Statement.proxy statement.

Based on Pearl Meyer’s 2020 updated analysis, the Compensation Committee recommended, and the Board of Directors approved, no change to the fair value of the 2021 equity grant of approximately $120,000. On March 1, 2018,February 25, 2021, the Board of Directors granted eachnon-employee director RSUs under the 2016 Plan 2,2001,500 shares of the Company’s Common Stockcommon stock with a vesting date of April 1, 2019.2022. Each of these grants represented an equivalent total equity compensation of $109,912$116,925 based on the NASDAQ Stock Market closeclosing price of $49.96$77.95 on March 1, 2018.February 25, 2021. The total equity compensation values can fluctuate slightly each year due to rounding. These 20182021 RSU grants will be included in the“20182021 Non-Employee Director Compensation Table”in next year’s proxy statement.

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The table below summarizes the compensation paid by the Company to itsnon-employee directors for the fiscal year ended December 31, 2017.2020.

20172020 NON-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 10, 2018,12, 2021, the ownership level of each of ournon-employee directors, except Mr. Shuster,Ms. Box who joined the Company in 2018 and Ms. Conjeevaram who joined the Company in 2021, exceeded approximately three times their annual retainer of $50,000.the 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.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

In this Proxy Statement, we refer to Messrs. Hanna, Pratt, and Hawkins, Skenesky and Ms. VanTreaseMses. Craft and Van Trease collectively as our named executive officers. Mr. Hanna wasis our Chief Executive Officer;Officer, Mr. Pratt wasis our Chief Financial Officer and Messrs.Mr. Hawkins and SkeneskyMses. Craft and Ms. VanTreaseVan Trease were our next three highest compensated executive officers serving as of December 31, 2017.2020.

OverviewBusiness Performance Highlights and Alignment with Compensation

2017 wasWe entered 2020 with a successful year forcontinued focus on optimizing our operating metrics and improving our return on invested capital (ROIC). However, the Company on many fronts. EachCOVID-19 pandemic resulted in a significant shift in our operating environment, including higher uncertainty, business disruption, and a more difficult planning environment overall. As a result, we moved quickly to keep our employees safe and support our customers as they continued to operate. The health and safety of our divisions contributed healthy growthteam members was paramount, and we took significant steps to ensure we operated safely, consistent with national and local guidelines, while maintaining business continuity across the country for our customer-facing and production team members, and support staff. Beginning in rental revenuesthe second quarter and operating income. A stronger economic backdrop provided tailwinds in manyover the remainder of the marketsyear, business conditions stabilized and customer segments we servemarket conditions slowly improved. Across the business, our teams adapted to new and challenging requirements to operate safely while serving our customers. Despite the many disruptions arising from the pandemic, our focus on improving economic returns onconsistent execution for our invested capital basecustomers yielded positive results: we grew total revenues and delivered operating income comparable to the prior year.

While the pandemic was successful. Keyunforeseen, the Company and the Compensation Committee determined that there was no need in 2020 to our accelerated rental revenue growth was improved pricing disciplines, focus on customer segmentsimplement a mandatory pay cut. In addition, despite the impact of the pandemic, the Compensation Committee did not make adjustments to the performance targets that were more profitableset in early 2020, including in the cash incentive plan and smart deployment of new capital. We continue to believefor the Company is well-positioned to execute on our long-term strategic objectives.

A majorperformance-based RSUs. As was the case in the year prior, a focus for 20172020 across all divisions was optimizing our operating metrics and improving our 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 amounts paid out in 2020 for the CEO and executive officers. For 2018, annual profitability targets will beofficers were once again based onpre-tax income (PTI)(“PTI”) for corporate officers and division earnings before interest and taxes (Divisional EBIT)(“Divisional EBIT”) for division officers. PTI and Divisional EBIT previously accounted for approximately 55%—60% of the total profitability bonus target in prior compensation plans. In 2018, PTI/Divisional EBIT will accountaccounted for 100% of the annual profitability bonus target in compensation plans.plans for amounts paid out in 2020. We believe this metric and singular focus and the metric chosen is the right short-term performance objective to enhance value for our shareholders. In conjunction with the modification to the short-term profitability targets, we also made a change inSimilarly, the metric used to determine the achievement of long-term performance based RSUs. Performance RSUs were previously earnedperformance-based restricted stock units (“RSUs”) is based upon EPS or Divisional EBIT. Effective with the 2018 equity grants, performance RSUs will be earned based upon achievement of three-year ROIC targets. In addition, for 2018, in an effort to retain key managers, attract new talent and to build an ownership mentality for executive officers, the Compensation Committee approved the grantcontinued its approval of granting a mix of time-based and performance-based RSUs,RSUs. Beginning with 2019, the time-based grants vestingvest over three years rather than five, years and performance-based grants vestingcontinued to vest 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 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 stock appreciation rights (“SARs”) and RSUs with longer termlonger-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.

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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.

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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 the achievement of established goals that contribute to increased long-term shareholder value. To that end, part of our executive officers’ compensation is directly tied to identifiable, objective goals by which performance can be measured. In addition, in structuring our executive compensation program, we setconsider 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 20172020 Annual Meeting, 95.6%99% of the shares of Common Stock representedpresent and votingentitled to vote on the advisory vote on the executive compensation proposal were in favor of our named executive officer compensation as disclosed in our 20172020 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”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, if 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 Proposal 3 at the Annual Meeting. For more information, see “Proposal3—Non-Binding Advisory Vote To Approve the Compensation of the Company’sCompany’s Named Executive Officers” 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, 2017,2020, the principal components of compensation for executive officers were:

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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 2016,November 2020, 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. 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 2016,2020, 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 and compensation survey data in the case of the executive officers. The Peer Group consisted of companies against which we compete 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 Compensation Peer Group. The Compensation Committee generally targets thereviews total compensation forand considers it compared to ournon-employee directors peer group and executive officers at approximately the median (the 50th percentile) of compensation paid to similarly situated executives of the companies in the applicable year’s compensation peer group.survey data.

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

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The companies comprising the 2017-20182019-2020 Compensation Peer Group are as follows:

In connection with Pearl Meyer’s November 2020 non-employee director and executive compensation assessment, the Company reviewed the Compensation Peer Group and determined there would be no change to the Peer Group companies for 2021.

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

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

The five steps below describe the process of setting and approving executive compensation and the role of the Chief Executive Officer in a typical year.

1.    The Compensation Committee reviews 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.

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 and then determines achievement level attained.

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

2017 Executive Compensation Elements

Annual Base Salary27

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:

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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 Officer2020 and the Compensation Committee’s assessment of the individual’s performance.

2017 and 20182021 Annual Base Salary

The table below sets forth the annual base salary of each of our named executive officers in 2017.2020. Based on the performance results of 2017,2020, the outlook for the Company in 2018,2021, the updated analysis conducted by the Compensation Committee’s compensation consultant, 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 2018 also2021 as shown in the table below.

20172020 Non-Equity Performance-Based Incentive Compensation

The 20172020 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 be pre-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 its executivecorporate officers (including two of its named executive officers) has three components—approximately 60% is based on the Company’spre-tax income (“PTI”), 25% is based100% 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.PTI.

The profitability goal for a Vice President & Division Manager (including three of the Company’s named executive officers)division officers is based 55%100% on his or her respectivethe Divisional EBIT, 30% on divisional RREP (“DRREP”) and 15% on divisional sales, general and administrative expenses (“DSGA”) in relation to divisional revenue.EBIT.

PTI and TSGADivisional EBIT 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).

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We use a collaborative process between our Chief Executive Officer, Chief Financial Officer, and 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% and 99% of the profitability goal, a rapidly reducing scale is utilized to determine bonus percentage amounts of base salary as shown in the table below.