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 5, 20198, 2022

To the Shareholders of McGrath RentCorp:

NOTICE IS HEREBY GIVEN that the 20192022 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.meetnow.global/MVHCUKP, on Wednesday, June 5, 2019,8, 2022, 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 website at www.mgrc.com under the Investors section.attend. The Annual Meeting will be held for the following purposes:

1. To elect eight (8) directors of the Company, as specifically set forth in the attached proxy statement, to serve until the 20202023 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, 2019;2022;

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, 201920, 2022, 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.meetnow.global/MVHCUKP.

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 2, 2022.

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 29, 2019

2022

McGRATH RENTCORP

5700 Las Positas Road

Livermore, California 94551

PROXY STATEMENT

FOR 20192022 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”,“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 20192022 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on Wednesday, June 5, 2019,8, 2022, 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.meetnow.global/MVHCUKP, 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 6, 2019.2022.

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 5, 20198, 2022

Our Proxy Statement and 20182021 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 8, 2022, 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.meetnow.global/MVHCUKP and using your 15-digit control number found on your proxy card.

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. 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 call (888) 724-2416 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., EST, on Thursday, June 2, 2022.

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.meetnow.global/MVHCUKP. 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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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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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, 201920, 2022, 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 24,236,34524,345,398 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 (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 to theelection of directors, cumulative voting and the shareholder, or any other shareholder, has given notice at the Annual Meeting prior to the

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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 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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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.

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., EST, on Thursday, June 2, 2022.

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

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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 20202023, including the nomination of director candidates, must be received by the Company no later than January 7, 2020,6, 2023, in order to be considered for inclusion in the Company’s proxy materials for thatthe 2023 shareholder meeting.

Discretionary Authority. The proxies to be solicited by the Board of Directors for the 20202023 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 23, 2020.19, 2023.

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 2023 must be received by the Compliance Officer no later than January 6, 2023.

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, 20182021, and filed with the SEC on February 26, 201923, 2022 (the “2018“2021 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 eight (8). Each director serves aone-year term. The Board of Directors is currently directors and composed of the following eight (8) 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, and Dennis P. Stradford and Ronald H. Zech.Stradford. 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 2022 Annual Meeting, the shareholders will elect eight (8) directors. Messrs. Dawson, Hanna, Shuster, Smith, Stradford and ZechStradford and Mses. Box, Conjeevaram, and Fetter have each been nominated to serve aone-year term, until the Annual Meeting of Shareholders to be held in 2020,2023, 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, Stradford or ZechStradford or Mses. Box, andConjeevaram, or Fetter will be unable or unwilling to serve as a nominee or as a director if elected.

Nominees

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

Kimberly A. Box was elected a director of the Company in 2018.2018 and currently serves as Chair, Nominating and Governance Committee. Ms. Box is currentlywas 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 year29-year career with Hewlett Packard (NYSE: HPQ), holding various executive positions, the most recent being Vice President Global IT Services, a positonposition she held until 2009 when she left the company. Since 2012,Hewlett Packard. Ms. Box has been a directoralso serves on the boardBoard of directorsDirectors of Applied Science, Inc. (“ASI”) and formerly American River Bank (NASDAQ: AMRB) and is the Chair of the Directors Loan Committee.until it was acquired in 2021. Ms. Box holds a Bachelor of Science in Business Administration with a concentration in Management and a minor in Computer Science from the California State University, Chico. She has also completed the Executive Development Program at The Wharton School of the University of Pennsylvania.Pennsylvania and has a National Association of Corporate Directors (NACD) Directorship Certification. Ms. Box is also Chair of the NACD Northern California Chapter.

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With her diverse cross-industry experience in the information technology and healthcare industries, Ms. Box brings a unique perspective and valuable experience to the Board of Directors. Additionally, Ms. Box’s special skills include experience with global leadership, digital transformation, mergers and acquisition, strategic leadership, IT systems and cyber security, managed outsourced services, and community engagement. Ms. Box also has ample public board and committee chair experience.

William J. DawsonSmita Conjeevaram was elected a director of the Company in 1998.January 2021. 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. Ms. Conjeevaram serves on the Board of Directors 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. Additionally, Ms. Conjeevaram’s special skills include experience in the technology industry; investment, finance, and accounting; and risk management. She also has extensive public board and committee member experience and is an Audit Committee financial expert per the listing standards of the NASDAQ Stock Market.

William J. Dawson was elected a director of the Company in 1998 and currently serves as Chair, Audit Committee. 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

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President and Chief Executive Officer of NxGen Modular LLC, a provider of modular buildings and assemblies from 2011 to 2012. In 2007, Ms. Fetter was President, Chief Executive Officer and a director of Jacent Technologies, a privately held supplier ofon-demand ordering solutions for the restaurant industry. Ms. Fetter also served on the boards of Quantum Corporation, a data storage company, from 2005 to 2013 and Ikanos Corporation, a provider of broadband solutions, from 2008 to 2009. She previously held the position of Chair of the Board of Trustees of Alliant International University, Inc., 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.

Ms. Fetter has additionally previously served as a Division CFO, taught Finance and Accounting at the Graduate level and taught strategy for UC Berkeley Extension International Management Seminars. With over 2025 years of public and private company board service and past CEO experience at multiple firms across the industries of technology, telecommunications, and real estate, she is a valuable complement to the Board of Directors. Ms. Fetter holds a B.A., Communications from Penn State University, an M.S., Industrial Administration from Carnegie Mellon University (Tepper & Heinz Schools), and an Advanced Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.

Joseph F. Hanna was appointed President, Chief Executive Officer and a 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 2017.2017 and Chairman of the Board in 2021. He previously held the position of Vice-Chairman from 2020 to 2021. Mr. Shuster has served as Executive Chairman and Chairman of the Board of NMI Holdings, Inc. (NASDAQ: NMIH) since January 2019. Mr. Shuster founded National MI and served as Chairman and Chief Executive Officer of the company from 2012 to 2018. Prior to founding National MI, Mr. Shuster was a senior executive of The PMI Group, Inc. (NYSE: PMI), where he served as Chief Executive Officer of PMI Capital Corporation. Before joining PMI in 1995, Mr. Shuster was a partner at Deloitte LLP, where he served aspartner-in-charge of Deloitte’s Northern California

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to 2021. 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. Mr. Smith received a B.S. in Aerospace Engineering from Auburn University, an M.S. in Mechanical Engineering from Northeastern University, and an M.B.A. from Golden Gate University.

With his extensive experience serving as a board member and in executive management roles for a number of public companies, Mr. Smith bringsprovides notable value to the Board of Directors aDirectors. Additionally, Mr. Smith has vast knowledge in the construction and manufacturing industry as well as in the energy industry which empowers him to provide valuable perspective on issues facing public companies as well as considerable guidance on corporate development, business operations, and the energy industry. Mr. Smith received a B.S. in Aerospace Engineering from Auburn University, a M.S. in Mechanical Engineering from Northeastern University and a M.B.A. from Golden Gate University.finance.

Dennis P. Stradfordwas elected a director of the Company in 2002. Mr. Stradford previously served as Chairman, President and Chief Executive Officer of Nomis Solutions, Inc., a provider of price optimization solutions to the financial services industry from 2004 to 2010. He served as Nomis Solutions’ Chief Executive Officer until July 2009 and Chairman until February 2010. Mr. Stradford was also the Chief Executive Officer of CascadeWorks, Inc., a provider ofe-procurement software to Fortune 1000 companies, from 2000 to 2003. From 1998 to 2000, he was Chief Executive Officer of SupplyBase, Inc. a provider ofweb-based supply-chain management software and services. From 1985 to 1997, Mr. Stradford was with Flextronics International, Ltd., a publicly traded company,(NASDAQ: FLEX) and served as its Senior Vice President, Sales and Marketing. He previously held executive and sales positions with Zehntel, Inc. and International Business Machines Corp. With his wealth of experience in senior management, Mr. Stradford brings to the Board of Directors considerable expertise on strategic, operational, and sales and marketing issues.(NYSE: IBM). 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 ofMr. Stradford’s extensive experience in the Companytechnology industry, both hardware and software, and 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 relatedelectronic 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 bringsindustry provides significant value 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 UniversityDirectors. Additionally, Mr. Stradford’s special skills include experience with strategic and an M.B.A. from the University of Wisconsin.corporate development, operations, IT systems and cyber security, and sales and marketing. Mr. Stradford also has ample public board and committee chair experience.

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.

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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 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 29, 2019:31, 2022:

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.”

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 with Advanced Fibre Communications (AFC), a public telecommunications equipment company in Petaluma, California, where he served as Senior Vice President and Chief Financial Officer. Mr. Pratt served as Chief Financial Officer from 1999 until AFC was acquired by Tellabs, Inc. at the end of 2004. He also served as Director of Corporate Development at AFC from 1997 to 1999 prior to becoming Chief Financial Officer. Prior to Mr. Pratt joining AFC, he served as Director, Strategy & Business Development Group at Pacific Telesis Group, Inc. from 1995 to 1997. Mr. Pratt has an undergraduate degree from Cambridge University in Production Engineering and an M.B.A. from Stanford University.

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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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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.

Characteristics of Directors and Director Nominees

The chart below details our Board of Directors’ diversity composition by various characteristics as defined by the NASDAQ Stock Market board diversity and disclosure Rule 5605(f). For more information regarding our philosophy concerning the diversity and recruitment of our directors, see “Qualifications of Directors and Assessment of Diversity” in this Proxy Statement.

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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Director Independence

The Board of Directors has determined that the seven(7) non-employee directors on the Board of Directors, consisting of Messrs. Dawson, Shuster, Smith, Stradford and ZechStradford, and Mses. Box, Conjeevaram, and Fetter, are “independent”“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 “Certain Relationships and Related TransactionsTransactions.”. 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

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Leadership Structure of the Board of Directors

Our Board of Directors is currently comprised of seven (7) independent directors and one (1) management director. Our Corporate Governance Guidelines state that the Board of Directors should remain free to decide whether the Chairman and CEOChief Executive Officer 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 30 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 1619 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 and the other directors. Mr. Shuster, our non-executive chairman, 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. 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.

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 just over 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 2018, theThe Board of Directors met five (5) times. Other than Ms. Box who joined the Board of Directorsseven (7) times in July 2018, no2021. No director attended fewer than 75% of either (i) the total number of meetings of the Board of Directors held in 2018,2021, or (ii) the total number of meetings of the committees of the Board of Directors held in 20182021 on which he or she served. All seven (7) directors then in office attended the 20182021 Annual Meeting of Shareholders.Shareholders via virtual participation. All directors are expected to attend the 2022 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 three (3)four (4) meetings in 2018.2021. The Compensation Committee currently consists of Messrs. Dawson, Smith, and Stradford and 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” “independent,”

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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 afterbased on recommendations byfrom the Compensation Committee.

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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 two (2) meetings in 2018.2021. The Corporate Governance and Nominating Committee consists of Messrs. Shuster and Stradford, and ZechMses. Box and Conjeevaram. Ms. Fetter. Mr. StradfordBox serves as its Chairman.Chair. 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, 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

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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 confluentconsistent 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.

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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.

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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 the “Shareholder Recommendations for Membership on our Board of Directors” below.in this Proxy Statement. The director candidate selection criteria will be equally applied to both continuing directors and shareholder-submitted director candidates.

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2022. Each of these grants represented an equivalent total equity compensation of $109,912,$116,925, based on the NASDAQ Stock Market close price of $49.96$77.95 on March 1, 2018; except for the prorated grant to Ms. Box of 1,100 shares of the Company’s Common Stock, which represented equivalent total equity compensation of $68,420, based on the NASDAQ Stock Market close price of $62.20 on July 23, 2018.February 25, 2021. The total equity compensation values can fluctuate slightly each year due to rounding. These 20182021 RSU grants are included in the“20182021 Non-Employee Director Compensation Table”Table” in this proxy statement.Proxy Statement.

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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, Hawkins, Skeneskyand Lieffrig and Ms. VanTreaseCraft collectively as our named executive officers.officers or NEOs. Mr. Hanna is our Chief Executive Officer, Mr. Pratt is our Chief Financial Officer and Messrs.Mr. Hawkins, and SkeneskyMr. Lieffrig, and Ms. VanTreaseCraft were our next three highest compensated executive officers serving as of December 31, 2018.2021. In this Proxy Statement, we refer to the NEOs and Messrs. Whitney, Skenesky, and Porter, and Mses. Wescott and Van Trease collectively as “executive officers.”

Business Performance Highlights and Alignment with Compensation

2018 wasWe entered 2021 with a successful year for the Company on many fronts. Each of our divisions contributed healthy growth in rental revenues and operating income, with overall companypre-tax income exceeding plan by 15.62%. A stronger economic backdrop provided tailwinds in many of the markets and customer segments we serve and ourcontinued focus on improving economic returns on our invested capital base was successful. The key to growing rental revenues beyond historical rates was improved pricing disciplines, better focus on customer segments that were profitable and judicious deployment of new capital. The Company’s balance sheet remains strong with low leverage compared to many of our peers in thebusiness-to-business rental industry. We continue to believe the Company is well-positioned to execute on our long-term strategic objectives.

A major focus for 2018 across all divisions was optimizing our operating metrics and improving our return on invested capital (ROIC). As the COVID-19 pandemic continued, we continued to focus on keeping our employees safe and providing support to our customers. The health and safety of our team 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, production team members, and support staff. Despite the many disruptions arising from the pandemic, our focus on consistent execution for our customers yielded positive results as market conditions improved, growing total revenues and completing three acquisitions during the year.

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 2021 for the CEO and executive officers. For 2018, annual profitability targetsofficers were based onpre-tax income (“PTI”) for corporate officers and division earnings before interest and taxes (“DEBIT”Divisional EBIT”) for division officers. PTI and DEBIT previously accounted for approximately 55%—60% of the total profitability bonus target in prior compensation plans. In 2018, PTI/DEBITDivisional EBIT accounted for 100% of the annual profitability bonus target in compensation plans.plans for amounts paid out in 2021. We believe this 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 basedperformance-based restricted stock units (“RSUs”). Performance RSUs were previously earned is based upon EPS or DEBIT. Effective with the 2018 equity grants, performance RSUs are 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 basedperformance-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”) andgranting 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.

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 situatedsimilarly-situated executives of our peer group companies and the broader general market.

Advisory Vote on Executive Compensation

At the 20182021 Annual Meeting, 93.3%97.8% 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 2018 proxy statement.compensation. 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 statementthis Proxy Statement for the applicable year. Our Board of Directors and Compensation Committee value the opinions of our shareholders and, to the extent there is any significant vote against our compensation practices for executive officers, we will consider our shareholders’ concerns and assess whether any actions should be taken. In addition to our annual advisory votes on executive compensation, we are committed to ongoing engagement with our shareholders on executive compensationexecutive-compensation and corporate governancecorporate-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, 2018,2021, 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 Cash 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 November 2016,2020 and March 2021, 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 and severance guidelines for ournon-employee directors and executive officers; and in November 2018, the Compensation Committee retained Pearl Meyer to conduct a review and analysis of our current compensation program to be considered by the Compensation Committee in establishing the 2019-2020 compensation levels for ournon-employee directors and executive officers. After consideration of several factors relating to the independence of Pearl Meyer, including those guidelines set forth in the NASDAQ listing standards, the Compensation Committee determined that Pearl Meyer is independent.

In late 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 “Compensation Peer Group”). The Compensation 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 practicebest-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, theThe Compensation Committee gave appropriate considerationgenerally reviews total compensation and weightingconsiders it compared to the subset of San Francisco Bay Area-based technology companies within the Compensation Peer Group. The Compensation Committee generally targets the total compensation for ournon-employee directors 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.

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

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In connection with Pearl Meyer’s November 2018non-employee directorupdated peer analysis in 2021, the Compensation Committee and executive compensation assessment for fiscal years 2019-2020, the Company updatedBoard approved updating the Compensation Peer Group to eliminate and replace companies that were no longer publically tradedpublically-traded or relevant peers. The Company also followedand to follow best practice in choosing replacements. Selection parameters by includingfocused on companies in a similar industry, geography, or with similar financial metrics such as revenue, market capitalization, and net income. Based on this update,

The following companies were previously part of the peer group and at the approval of the Compensation Committee approved removing eight (8) companies fromand the prior Peer Group: two (2) thatBoard they were removed as they were acquired and six (6) Silicon Valley technology companies. In their place, the Company, upon recommendation from Pearl Meyer, added three (3) companies from the leasing/rental industry (Herc Holdings,became no longer publicly individually reportable: Aircastle LTD, Coherent, Inc., General Finance Corporation, Mobile Mini, Inc.;    additionally, Ritchie Bros. Auctioneers Incorporated and WillScot Corporation) and four (4) companies from related industries (Air Transport Services Group, Inc., Civeo Corporation, Simpson Manufacturing Co., Inc. and US Ecology, Inc.).were deleted from the peer group because they have less commonality with the Company.

The companies comprising the 2019-2020revised Compensation Peer Group areas of 2021 is as follows:

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

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

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

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,amount; (2) the appropriate allocation of base salary, annual bonus, and long-term equity incentive compensation,compensation; (3) risk of any compensation element that could have an adverse impact on the CompanyCompany; 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.

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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.

20182020 and 20192021 Annual Base Salary

The table below sets forth the annual base salary of each of our named executive officers in 2018.2020 and 2021. Based on the performance results of 2018,2020, the outlook for the Company in 2019,2021, the updated analysis conducted by the Compensation Committee’s compensation consultant, and Mr. Hanna’s input for the named executive officers other than himself, the Compensation Committee considered and approved the increased base salaries due to merit adjustments for the named executive officers in 2019 also2021 as shown in the table below.

20182021 Non-Equity Performance-Based Incentive Compensation

The 20182021 Cash Bonus Plan is comprised of two components. The first component compensates the executive officers for his or her efforts leading to the Company’s success at meeting its annual profitability goals. Annual profitability targets will beis pre-tax income for corporate executive officers (Messrs. Hanna, Pratt, and Whitney and Mses. Wescott, and Craft) and division earnings before interest and taxes for division officers.executive officers (Messrs. Hawkins, Skenesky, and Lieffrig, and Ms. Van Trease). (In February 2022, Ms. Van Trease was promoted to a corporate executive officer position and Mr. Porter was promoted to a division executive officer position, therefore, Ms. Van Trease was still a division executive officer at the time the 2021 Cash Bonus Plan was calculated and Mr. Porter was not a division executive officer at that time). 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 goals. The profitability goal offor the Company for its corporate officersNEOs (Messrs. Hanna, Pratt, and Ms. Craft) is based 100% on the Company’spre-tax income.

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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 2018,2021, based on input from Pearl Meyer and consistent with common practices in the market, the threshold for the 20182021 Cash Bonus Plan is such that 80% achievement will result in 50% bonus eligibility. Achievement below 80% results in zero payout. At 120% achievement, the plan pays a maximum of two times the bonus target for profitability. Achievement and resulting bonus payouts for performance between Threshold and Target, and for performance between Target and Maximum, are determined based upon straight-line interpolation.

Component 2—Personal Annual Priorities:

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

Listed below under“20182021 Cash Bonus Plan Percentages” is a schedule identifying each named executive officer and the percentage amounts of base salary for the calendar year 20182021 that could have been earned under this component for achieving a 100% rating for all personal priorities. In the event of outstanding achievement under an individual personal annual priority, an executive officer may receive up to a maximum score of 125%.

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the target is met for each goal, as well as the maximum percentages applicable if the target is exceeded for each goal).

Under the terms of the 20182021 Cash Bonus Plan, in the event of a named executive officer’s termination withby the Company voluntarilywithout cause or involuntarily, with or without cause,a resignation for good reason, which occurs prior to the end of the fiscal year, his or her cashthe bonus iswill be prorated accordingly and distributed to thatbased on the number of days such named executive officer upon termination.was employed prior to such termination for the year of termination, with the bonus amount calculated as follows: (i) for the profitability component, the target bonus amount, and (ii) for the priorities component, full satisfaction of the specified priorities. In the event of a change of control, the bonus will be prorated based on the number of days the named executive officer was employed prior to the change of control, with the bonus amount calculated as follows: (i) for the profitability component, the target bonus amount, and (ii) for the priorities component, full satisfaction of the specified priorities.

20182021 Goals and Results:

With respect to annual profitability goals:

Therefore, based on the terms of the 20182021 Cash Bonus Plan, total profitability goal bonus amounts earned for each of Messrs. Hanna, Pratt, Hawkins, Skeneskyand Lieffrig and Ms. VanTreaseCraft were $765,488, $296,139, $193,992, $156,271$447,011, $167,344, $105,607, $203,034, and $199,631,$75,156, respectively.

With respect to personal annual priorities goals:

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Each of Messrs. Hanna, Pratt, Hawkins, Skeneskyand Lieffrig and Ms. VanTreaseCraft received $132,524, $78,981, $53,962, $42,514$133,498, $89,399, $59,573, $50,759, and $48,036,$83,646, respectively, based on the achievement of their 20182021 personal annual priorities goals.

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

2019Non-Equity Performance-Based Incentive Compensation

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

Long-Term Incentive Compensation

In 2018,Except for the additional time-based grant awarded to Mr. Hanna in an effort to retain key managers, attract new talent, limit dilution and reinforce an ownership mentality for executive officers,2021 by the Board as further discussed below, the Compensation Committee adopted an approach to grant a mix of time-based and performance-based restricted stock units (RSUs) with time-based grants vesting over five years and performance-based grants vesting at the end of each three-year performance period.

For designated employees, including executive officers, the standard approachhas approved by the Compensation Committee was to grant 50% of thea NEO’s equity value to be granted as performance-based RSUs vesting at the end of each three-year performance period and 50% of thea NEO’s equity value to be granted as service-based RSUs vesting over fivethree years. Performance RSUs are earned based upon achievement of a three-year corporate ROIC target (for corporate employees/executive officers) and on division specificdivision-specific ROIC targets for divisional officers/employees.executive officers. Having each divisional officer’s performance tied directly to his or her respective division’s performance allows for that officer to be measured with diminished influence, positive or negative, of any other division’s performance.

Consistent withThe 2019 to 2021 Company RSU grant three-year ROIC target was 8.6%. The actual three-year cumulative ROIC total achieved was 9.0% (104.6% of goal). Therefore, Mr. Hanna earned 8,360 RSUs, Mr. Pratt earned 3,680 RSUs, and Ms. Craft earned 1,670 RSUs. 2019 to 2021 modular division RSU grant three-year cumulative Divisional ROIC target was 7.53%. The actual three-year cumulative Divisional ROIC total achieved was 8.32% (110.4% of goal). Therefore, Mr. Hawkins earned 3,840 RSUs. 2019 to 2021 portable storage division RSU grant three-year cumulative Divisional ROIC target was 13.64%. The actual three-year cumulative Divisional ROIC total achieved was 14.47% (106% of goal). Therefore, Mr. Lieffrig earned 2,157 RSUs.

Additionally for 2021, the Company’s Equity Granting Policy, as described underBoard approved an additional time-based grant for Mr. Hanna of 6,410 RSUs that heading below,vest 50% on each anniversary of the grant date until fully vested. This grant was made for Mr. Hanna in March 2018, designated employees, including executive officers, received equity grants,recognition for his leadership in successfully navigating the amounts of which that were granted to our named executive officers are listedcompany through the COVID pandemic in the “2018 Grant of Plan-Based Awards” table in this Proxy Statement.2020.

For 2019, in a continuing effort to more closely align our equity granting practices with our peer group and common market practices, the Committee approved changing the vesting schedule for future time-based RSUs grants from five years to three years.

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Equity Granting Policy

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

Compensation Recoupment Policy

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

Risk-Hedging Policies

Pursuant to the Company’s Insider Trading and Blackout Policy, which was most recently amendedofficers and restated on February 23, 2017, executivesdirectors of the Company are prohibited from engaging in short-term or speculative securities transactions with respect to the Company’s Common Stock, such as short sales, puts, calls and other exchange-traded derivatives.Stock. These prohibited transactions can have the effect of reducing or cancellingcanceling the risk of an investment in the Common Stock, particularly in the short-term. Therefore, theseThese prohibited transactions may create the appearance that the executives are trading on inside information. Additionally, certain forms of hedging or monetization transactions allow a shareholder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the holder to continue to own the covered securities but without full risks and rewards of ownership.

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(and any discretionary contributions that we may make to the KSOP, expressed as a percentage of eligible wages), are also the same for all eligible employees, including each named executive officer, subject to all applicable Internal Revenue Service contribution limits and formulas for plans of these types.

Change in Control Arrangements

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

Key provisions of the adopted Change in Control Severance Plan include:

Acceleration Under Equity Plan

Existing equity compensation plans provide for full acceleration of equity awards upon a qualifying termination after a change in control for all employees of the Company. In the case of equity compensation awards that are subject to performance goals, in the event of a change in control or a termination of employment by the Company without cause, all outstanding equity awards that are subject to performance-based vesting conditions will become vested assuming achievement of target performance on a pro-rated basis based on the date of such termination of employment or change in control. The period over which such equity compensation awards may be exercised shall be governed by the applicable provisions of the Company’s stock plans and related award agreements. In addition, the covered employee shall enjoy any additional rights provided under the terms of an equity compensation award, including but not limited to the terms of the Company’s 2016 Stock Incentive Plan, 2007 Stock Incentive Plan, or any other Company equity plan. The Compensation Committee believes

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our executives, and promotes stability and continuity of our key employees, which we believe is in the best interests of our shareholders. For details, see “Potential Payments upon Termination or Change in Control” in this Proxy Statement.

Involuntary Termination Severance PolicyPlan

In 2013, theThe Compensation Committee established general guidelinesa formal Involuntary Termination Severance Plan (the “Severance Plan”) to address involuntary termination severance eligibility and payments for executive officer levelofficer-level positions. The Compensation Committee believes that adoptingmaintaining this PolicySeverance Plan is in the best interests of shareholders in helping to ensure the Company’s continuing ability to attract and retain talented senior executives. The guidelines provided are considered to be a general policy statementOur CEO, CFO, COO and are not intended to create a binding right to severance onother executive officers selected by the part of any person. The Compensation Committee also may take into consideration other factors in determining any deviation fromare covered by the general guidelines. The general guidelines of the Policy will not apply in any case to an individual for any termination which would entitle them to severance pursuant to a written plan of or agreement with the Company. Therefore, the severance benefits outlined below are not additive to any change of control benefits that any individual may otherwise be eligible to receive.Severance Plan.

Key provisions of the adopted PolicySeverance Plan include:

In addition, the Company’s annual cash bonus plan for executive officers generally provides that upon such executive officer’s termination of employment without cause or resignation for good reason, which occurs prior to the end of the plan term, such executive officer would receive a pro-rated bonus based on the number of days of employment prior to such termination for the plan year, with the bonus amount calculated based on full satisfaction of the target components under the plan.

Tax and Accounting Implications

Deductibility of Executive Compensation

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

The Compensation Committee intends to maximize our ability to deduct executive compensation for tax purposes to the extent structuring our executive compensation for tax purposes is in alignment with our compensation philosophy. The Compensation Committee nonetheless reserves the right to use its judgment to

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authorize compensation payments that may not be deductible when the committee believes that such payments are appropriate and in the best interests of our shareholders, after taking into account changing business conditions or the executive officer’s performance.

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through our internal controls and oversight by management and the board. Based onAs a result of this review, the CompensationCommitteeCompensationCommittee concluded that, based on a combination of factors, our compensation policies and practices do not incentivize excessive risk-taking that could have a material adverse effect on the Company.

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Summary Compensation Table

The following table provides summary information concerning the compensation earned during the fiscal years ended December 31, 2018,2021, December 31, 20172020, and December 31, 20162019, by each of our named executive officers.

Summary Compensation TableTable(1)

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CEO Compensation Pay Ratio

We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create shareholder value. We monitor the relationship between the compensation of our executive officers and the compensation of ournon-managerial employees. For 2018,2021, the total compensation of JoeJoseph F. Hanna, our President and Chief Executive Officer, of $2,482,289,$3,261,680, as shown in the “Summary Compensation Table” above, (the “CEO Compensation”), was approximately 4459 times the total cash compensation of a median employee of $55,325, calculated in the same manner of $56,623.manner.

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2021 GRANTS OF PLAN-BASED AWARDS

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20182021 OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END