Check the appropriate box: | ||||||||
Preliminary Proxy Statement | ||||||||
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||
Definitive Proxy Statement | ||||||||
Definitive Additional Materials | ||||||||
Soliciting Material |
WillScot Mobile Mini Holdings Corp. | ||||
(Name of Registrant as Specified | ||||
(Name of Person(s) Filing Proxy Statement, if |
Payment of Filing Fee (Check the appropriate box): | |||||||||||
No fee required. | |||||||||||
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||||||
(1) | Title of each class of securities to which transaction applies: | ||||||||||
(2) | Aggregate number of securities to which transaction applies: | ||||||||||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||||||||
(4) | Proposed maximum aggregate value of transaction: | ||||||||||
(5) | Total fee paid: | ||||||||||
☐ | Fee paid previously with preliminary materials. | ||||||||||
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||||||||
(1) | Amount Previously Paid: | ||||||||||
(2) | Form, Schedule or Registration Statement No.: | ||||||||||
(3) | Filing Party: | ||||||||||
(4) | Date Filed: |
901 S. Bond Street,
April 30, 2019
400
:
Only stockholders of record at the close of business on April 22, 201912, 2021 are entitled to notice of and to vote at the annual meeting.
Gerard E. Holthaus
|
|
|
|
|
|
|
|
|
|
Notice ofthe proxy statement titled “Information about the Annual Meeting of Stockholders
When | Where | Record Date | Who Can Vote | ||||||||||||||||||||||||||||
June | 11, 2021, at 9 a.m. | www.virtualshareholdermeeting.com/WSC2021 You will need the control number included with these proxy materials to attend the annual meeting. | Close of Business on April 12, 2021 | ||||||||||||||||||||||||||||
The Chief Human Resources Officer along with other members of our executive leadership team, and with guidance from the Company’s Board, Nominations committee-composition. to the hiring of former employees of our independent In 2020, due to the Merger and in connection with adding new members to the committees, the Audit Committee did not perform an annual self-evaluation. being controlled by, another person). committee. The primary responsibilities of the Compensation Committee include: (i) reviewing required; (xii) preparing the Compensation Committee report required to be included in our annual proxy statement; and (xiii) overseeing of the Company’s diversity and inclusion and human capital planning initiatives. The Compensation Committee has considered all factors relevant to FW Cook's independence from management under SEC and Nasdaq rules and has concluded that FW Cook's work has not raised any conflicts of interest. self-evaluation; and (xii) overseeing the Company’s public policy and ESG strategy and initiatives. Non-Executive Chair All Other Non-Executive Directors Name Mark Bartlett Gerard Holthaus Gary LindsayC Stephen RobertsonC Fredric Rosen Jeff Sagansky and the Board will consider such resignation following receipt of the recommendation of the Governance Committee. Presently, the Chairman of the Board is not independent. Therefore, the Company has a Lead Independent Director. Each committee Company. stockholders EY representatives will be present at the annual meeting and will have the opportunity to make a statement and respond to questions. Audit(A) Audit Related Tax Compliance(C) Tax Planning(D) All Other FOR Proposal No. 2. Board of Directors. The Audit Committee has discussed with the Company’s 2020 Annual Report (as defined herein). termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination. Proxy Statement for incorporation by reference into our 2020 Annual Report. for Fiscal Year 2020 Name Bradley L. Soultz President & Chief Executive Officer Timothy D. Boswell Chief Financial Officer Bradley L. Bacon FOR Proposal No. 4. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Name and Address of Beneficial Owner Directors and Executive Officers(1) Bradley L. Soultz(2) Timothy D. Boswell(2) Bradley L. Bacon(2) Sally J. Shanks(2) Gerard E. Holthaus(3) Gary Lindsay Stephen Robertson(4)(9) Mark S. Bartlett(5) Jeff Sagansky(6) Fredric D. Rosen(7) Rebecca L. Owen All executive officers and directors as a group Five Percent Holders JPMorgan Chase & Co(8) Sapphire Holding S.à r.l.(9) 13, 2022 DELINQUENT SECTION 16(A) REPORTS grant of RSUs. 2020, as filed with the SEC on February 26, 2021 (as such report may be amended from time to time, the “2020 Annual Report”), was delivered or made available with this proxy statement. The 2020 Annual Report is not a part of this proxy statement or a part of the proxy soliciting material. 400, Phoenix, Arizona 85008. the annual meeting. under the applicable rules, does not have the discretionary authority to vote on a matter. If a properly executed proxy has not been returned, the holder is not present for quorum purposes. 12, 2021. ” Who pays the costs of the proxy solicitation?Items of BusinessVoting Recommendations:ProposalBoard VotingRecommendation
By Telephone
By Internet
By MailProposal 1(You can vote your shares by calling 1-800-690-6903 : You can vote your shares online at www.proxyvote.com * Sign, date and return your completed proxy card by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717Proposal Description Board Voting Recommendation PROPOSAL 1 Elect asfour Class I directors to the two nominees listed in this proxy statementBoard of Directors to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified.ProposalPROPOSAL 2
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192021
FORPROPOSAL 3 Approve by advisory vote, the compensation of our named executive officers. FOR PROPOSAL 4 FOR Transact any other business that may properly come before the meetingmeeting.Postponements and Adjournments:Any action on the items of business described above may be considered at the meeting, at the time and on the date specified above, or at any time and date to which the meeting may be properly postponed or adjourned. Record Date:You are entitled to vote if you were a WillScot stockholder as of the close of business on April 22, 2019.Meeting Admission:Please follow the instructions set forth in the section of the proxy statement titled "Information about the Annual Meeting and Voting."Voting:Your vote is very important. Whether or not you plan to attend the meeting, we hope you will vote as soon as possible. You can vote in person at the annual meeting or by proxy. Registered holders may vote their shares by mail, while beneficial owners may vote by following the instructions provided by your broker, bank or other agent. See the "Information about the Annual Meeting and Voting" section for instructions on how to vote your shares.Bradley L. BaconGeneral Counsel and Corporate SecretaryChief Legal OfficerApril 30, 2019Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders on June 18, 2019: this notice of annual meeting and proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2018 are available on our website athttps://investors.willscot.com.2019 proxy statementCORPORATION
MOBILE MINI HOLDINGS CORP.18, 201911, 2021WillScot'sWillScot Mobile Mini’s solicitation of proxies, on behalf of its Board of Directors, for the 20192021 annual meeting of stockholders. DistributionPhysical distribution of these materials is scheduledexpected to begin on or prior to May 10, 2019.PROPOSAL 1 – ELECTION OF DIRECTORS3PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM14EXECUTIVE COMPENSATION18CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS21SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT23MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS STATEMENT25STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2019 ANNUAL MEETING25SECTION 16(A) BENEFICAL OWNERSHIP REPORTING COMPLIANCE26ACCESS TO FORM 10-K26INFORMATION ABOUT THE ANNUAL MEETING AND VOTING2612019 proxy statementExplanatory NoteWillScot Corporation is a holding company. We have no direct operations and our principal asset is our equity interest in Williams Scotsman Holdings Corp. ("WS Holdings"), which owns an industry-leading specialty rental services business. We have a majority interest in, and control the management of, WS Holdings.We are an "emerging growth company" under applicable federal securities laws, and therefore are permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a "small reporting company,"24, 2021, as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers ("NEOs"), or the frequency with which such votes must be conducted.We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of completion of our initial public company, which we completed in September 2015; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period; or (iv) the date on which we are deemed to be a large accelerated filed under the Securities and Exchange Commission's ("SEC") rules.2017 Business CombinationWillScot Corporation (formerly known as Double Eagle Acquisition Corp.) was originally incorporated as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more target businesses. On November 29, 2017 (the "Combination Date"), we completed a transaction (the "Business Combination") whereby (i) we indirectly acquired Williams Scotsman International, Inc. ("WSII") for an aggregate purchase price of $1.1 billion, and (ii) Sapphire Holding S.a.r.l ("Sapphire"), which is an investment holding company controlled by TDR Capital LLP ("TDR Capital") and an affiliate of WSII's former owners, acquired a controlling interest in our voting securities.As part of the Business Combination, our company changed its name to WillScot Corporation, reconstituted its Board of Directors ("Board"), and appointed new management. In reconstituting our Board, our former sponsor, Double Eagle Acquisition LLC ("DEAL"), and TDR Capital appointed the initial seven members of our Board pursuant to an amended Stock Purchase Agreement dated as of November 6, 2017, a copy of which appears as exhibit 2.1 to Amendment No. 3 to our Registration Statement on Form S-4 (File No. 333-220356) filed with the SEC on November 6, 2017.Additional information regarding the Business Combination and the transactions related thereto is available in our Annual Report on Form 10-K that we filed with the SEC on March 15, 2019.22019 proxy statementPROPOSAL 1 – ELECTION OF DIRECTORSPROPOSAL SNAPSHOTWhat Am I Voting On?Stockholders are being asked to elect the two director nominees named in this proxy statement for a three-year term.Voting Recommendation:FOR the election of each of the Board's director nominees. Board StructureOur Board consists of seven members. It is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms, with one class of directors elected each year. The division of our Board into staggered classes may delay or prevent a change of control of our management or our company.Our Board has formed three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the "Governance Committee").Director NominationsProcess for Nominating DirectorsThe Governance Committee solicits and receives recommendations for potential director candidates from stockholders, management, directors and other sources. The Board will select nominees based on independence, reputation, integrity, diversity of experience and background, depth of business experience, familiarity with national and international business matters, familiarity with the company's industry, other professional commitments, the ability to exercise sound judgment, and other relevant factors.The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types provides significant benefits to the company. Although the Board has no specific diversity policy, the Board considers the diversity of the Board and potential director candidates in selecting new director candidates.Stockholder NominationsThe Governance Committee considers unsolicited inquiries and director nominees recommended by stockholders in the same manner as nominees from all other sources. Recommendations should be sent to the Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. Stockholders may nominate a director candidate to serve on the Board by following the procedures described in our bylaws.Deadlines for shareholder nominations for WillScot's 2020 annual meeting of stockholders are included in the "Stockholder Proposals and Director Nominations for the 2020 Annual Meeting" section of this proxy statement.Director Nominee Biographies & QualificationsThe Board has nominated the two individuals below to stand for re-election for a three-year term expiring at the annual meeting of stockholders in 2022. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees32019 proxy statementdesignated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board. PROPOSAL 1 – ELECTION OF DIRECTORS Gerard E. HolthausIndependent DirectorChairman of the Board Since: 2017Director Since: 2017Director Class: IITerm Expires: 2019Age: 69Principal Occupation and Business ExperienceMr. Holthaus is the former non-executive chairman of Algeco Scotsman Global S.á.r.l. (April 2010-November 2017), the leading global provider of modular space solutions. He previously served as executive chairman and CEO of Algeco Scotsman, where he was responsible for its North American and European operations, and as executive chairman, president and CEO of WSII prior to its acquisition by Algeco Scotsman in 2007. Mr. Holthaus has also served as interim CEO of BakerCorp International (June-September 2013), an equipment rental services company.Other Public Company Directorships in Last 5 Years•FTI Consulting, Inc.•BakerCorp International, Inc. (former)•Neff Corporation (former)Other Select Directorships•The Baltimore Life Companies•Loyola University of Maryland Board of Trustees (former)•Algeco/Scotsman Holding S.á r.l. (former)PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Key Qualifications and SkillsThe Board believes that Mr. Holthaus' history with Williams Scotsman, dating back to 1994 when he was hired as its CEO, provides deep industry knowledge. This knowledge, combined with his experience as an executive and director of public and private companies, enables him to provide meaningful guidance to our Board.AUDIT COMMITTEE REPORT PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION (SAY-ON-PAY) EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION TABLES PROPOSAL 4 – APPROVE AMENDMENTS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS PROXY STATEMENT STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2022 ANNUAL MEETING DELINQUENT SECTION 16(A) REPORTS ACCESS TO ANNUAL REPORT ON FORM 10-K INFORMATION ABOUT THE ANNUAL MEETING AND VOTING ANNEX A A-1 ANNEX B B-1 PROXY VOTING CARD C-1 Rebecca L. OwenIndependent Director nomineeDirector Since: 2019Director Class: IITerm Expires: 2019Age: 57Principal Occupation and Business ExperienceMs. Owen is founder and chairwoman of Battery Reef, LLC, a commercial real estate investment and management company. From 1995 until January 2019, she served in various roles at Clark Enterprises, Inc., a private investment firm, and its affiliates, including senior vice president of Clark Enterprises, Inc. (1995-2019), president of CEI Realty, Inc (2015-2019), and chief legal officer of Clark Enterprises, Inc. (1995-2017).Other Public Company Directorships in Last 5 Years•Jernigan Capital, Inc.Other Select Directorships•ASB Capital Management, LLC•Carr Properties•Columbia Equity Trust (former)Key Qualifications and SkillsThe Board believes that Ms. Owen's experience as an executive and director of public and private companies, together with her financial literacy, experience with leading real estate businesses and knowledge of the real estate industry (including construction projects and associated risks), enable her to provide meaningful guidance to our Board. 42019 proxy statementContinuing Director Biographies & QualificationsThe individuals below are members of our Board whose term of office expires at the annual meeting of stockholders in 2020 or 2021. Accordingly, these directors are not standing for re-election at our 2019 annual meeting. We do We do notü Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation Mark S. BartlettIndependent DirectorDirector Since: 2017Director Class: ITerm Expires: 2021Age: 68Actively solicit feedback from our stockholders on compensation and governance matters X Principal Occupation and Business ExperienceMr. Bartlett is a former partner of Ernst & Young LLP. He joined the accounting firm in 1972 and worked there until his retirement in 2012, serving as managing partner of the firm's Baltimore office and senior client service partner for the mid-Atlantic region. He is a certified public accountant.Other Public Company Directorships in Last 5 Years•FTI Consulting, Inc.•Rexnord Corporation•T. Rowe Price Group, Inc.Other Select Directorships•The Baltimore Life Companies•Algeco/Scotsman Holding S.á r.l. (former)Offer compensation-related tax gross-ups Key Qualifications and SkillsThe Board believes that Mr. Bartlett's accounting and finance expertise, experience as a director of public and private companies, and knowledge of our company and industry enable him to provide meaningful guidance to our Board. üHave pre-established performance goals that are aligned with creation of stockholder value üHave Board oversight of ESG and other sustainability mattersX Allow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employeesGary LindsayNon-Independent DirectorDirector Since: 2017Director Class: IIITerm Expires: 2020Age: 39Principal Occupation and Business ExperienceMr. Lindsay is a partner at TDR Capital LLP, a London-based private equity firm with more than €8 billion of committed capital. He has worked as a member of the firm's investment team since 2008, and he is involved in the day-to-day management of several TDR Capital portfolio companies (including our company prior to the Business Combination). Prior to joining TDR Capital LLP, Mr. Lindsay worked in the chemicals & industrials investment banking teams at both Citi and Bear Stearns in London and New York.Other Public Company Directorships in Last 5 Years•Target Hospitality Corp.Key Qualifications and SkillsThe Board believes that Mr. Lindsay's experience in acquiring, financing and developing companies (including the Algeco Scotsman portfolio of companies), together with his experience with our company and the industrial services industry, enable him to provide meaningful guidance to our Board. 52019 proxy statementü Conduct market comparison of executive compensation against a relevant peer group ü Elect directors by majority vote X Allow pledging of our securities by directors, officers or other employees ü Have double-trigger vesting for equity awards in the event of a change in control ü Grant the Board and each committee express authority to retain outside advisors X Pay dividends on unearned performance-based awards ü Have an equity plan dilution within market practices ü Split the roles of Chairman and Chief Executive Officer X Pay dividends on unvested Time-Based awards ü Have stock ownership guidelines for executives and Directors that reinforce alignment with stockholders ü Perform annual Board and committee self-evaluations X Grant stock options with exercise prices less than the fair market values of our common stock on the grant date ü Have a clawback policy that authorizes recovery of cash and equity incentive compensation ü Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines X Reprice or buy-out underwater stock options without stockholder approval ü Have cash severance within market practices ü Perform an annual review of a CEO succession plan X Conduct buy-outs of underwater stock options ü Provide senior executives generally the same benefits as full-time employees ü Perform an annual review of senior management X Provide reload provisions in any stock option grant ü Mitigate undue risks, particularly by annual review of plans, policies and practices ü Have a Nominating and Corporate Governance Committee with oversight over the Company’s governance framework X Provide defined benefit pension plans for executives ü Have an independent compensation consultant advising the Compensation Committee ü Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee X Have any significant perquisites ü Have a plan to eliminate the classified board structure by 2024 ü Have a Related Party Transaction Committee comprised of independent directors Stephen RobertsonNon-Independent DirectorDirector Since: 2017Director Class: IIITerm Expires: 2020Age: 59Principal Occupation and Business ExperienceMr. Robertson is a co-founder of TDR Capital, a London-based private equity firm with more than €8 billion of committed capital. As a founding partner, he is heavily involved in the firm's strategic investment decisions, including acquisitions, capitalizations and monetizations. Prior to co-founding TDR in 2002, Mr. Robertson was managing partner at DB Capital Partners, where he helped build the European leveraged buyout arm of Deutsche Bank into a leading buyout firm in Europe. He also previously spent a year as managing director of European Leveraged Finance at Merrill Lynch and nine years as managing director of European Leveraged Finance at Bankers Trust.Other Public Company Directorships in Last 5 Years•Target Hospitality Corp.Key Qualifications and SkillsThe Board believes that Mr. Robertson's experience with mergers and acquisitions, private equity and leverage finance, together with his extensive knowledge of our company and the industrial services industry, enable him to provide meaningful guidance to our Board. Jeff SaganskyIndependent DirectorDirector Since: 2015Director Class: IIITerm Expires: 2020Age: 67Principal Occupation and Business ExperienceMr. Sagansky is the former chairman and CEO of Platinum Eagle Acquisition Corp. (December 2017-March 2019), a Nasdaq-listed special purpose acquisition company which in March 2019 completed a business combination that resulted in the creation of Target Hospality Corp., He served as our president and CEO (August 2015-November 2017) prior to the Business Combination. Mr. Sagansky previously served as president of Silver Eagle Acquisition Corp. (July 2013-March 2015), a publicly-traded special purpose acquisition company that invested in Videocon d2h, a direct-to-home pay-television service provider in India, and president of Global Eagle Acquisition Corp. (February 2011-February 2013), a worldwide provider of media content, connectivity systems and operational data solutions to the travel industry.Other Public Company Directorships in Last 5 Years•Global Eagle Entertainment Inc.•Target Hospitality Corp.•Scripps Networks Interactive, Inc. (former)•Starz, Inc. (former)•Videocon d2H Limited (former)Other Select Directorships•GoEuro Corporation•Hemisphere Capital Management LLCKey Qualifications and SkillsThe Board believes that Mr. Sagansky's experience with mergers and acquisitions and capital raising, together with his experience as an executive and director of growth-oriented public and private companies, enable him to provide meaningful guidance to our Board. 62019 proxy statementTableAs of ContentsDecember 31, 2020 Bradley L. SoultzNon-Independent DirectorDirector Since: 2017Director Class: ITerm Expires: 2021Age: 49Principal Occupation and Business ExperienceMr. Soultz is our president and CEO. Prior to becoming our president and CEO on the Combination Date, he served as president and CEO of WSII (January 2014-November 2017), where he was responsible for the strategic and operational aspects of WSII's North American business and for helping prepare the company for its reemergence as a public company. Before joining WSII, Mr. Soultz was the chief commercial and strategy officer of Novelis Inc., the world leader in aluminum rolling and recycling. He previously held management roles with various Novelis business units in Europe and North America after joining the company in 2005.Key Qualifications and SkillsThe Board believes that Mr. Soultz's insight into our company and industry from his role as our president and CEO, together with his leadership and business experience with multinational companies focused on "lean" practices and processes, enable him to provide meaningful guidance to our Board. Relevant Director Skillsbelievesdevelop and execute the Company’s human capital strategy. This includes attracting, acquiring, developing, protecting and engaging talent to deliver on the Company’s strategy, designing employee compensation and benefits programs and developing and integrating the Company’s inclusion and diversity (“directors,people are our most valuable asset. Our Company values are lived through our employees, acknowledged by our vendors and aligned to the needs of our customers and communities. Our values provide the basis of our approach to human capital management as well as how we treat our stakeholders.whole,rich culture of inclusion and diversity enables us to create, develop and fully leverage the strengths of our workforce to exceed customer expectations and meet our growth objectives. We encourage collaboration and support the diverse voices and thoughts of our employees and communities.necessary experiencepandemic, while implementing health and expertise,safety protocols to protect our visitors, employees, and customers.director possessesday, to check their temperature and complete a daily symptom certification that is documented and reviewed by our COVID team members. We provide masks and hand sanitizer to our visitors, customers, and employees, as well as require adherence to appropriate social distancing practices and regularly recurring cleaning/ sanitization protocols at our locations. COVID-19 testing for employees is covered by insurance and we actively track key COVID metrics.particular attributes that qualify him or herpandemic by continuing to serve onprioritize employee health and safety as we conducted our Board.business.qualifications are:products we provide to our customers are long-lived, reusable and renewable assets that produce minimal waste. Our Board, at the direction of its Nominating and Corporate Governance Committee, is actively involved in the development of our ESG strategy and approach. In 2020, we conducted an assessment of our readiness to pursue an ESG strategy with the goal of determining our focus areas and develop a strategy by early 2022. Over the next several years, we will focus on numerous initiatives in the areas of environmental, social and governance, including the following focus areas, which will lead to our formal strategy roll out by early 2022:Committee Membership Name and Principal Occupation Age Position Term Expires Audit Comp. Nom. / Gov. Rel Party Trans 70 Director (Class III) 2023 x x x Certified public accountant 57 Director (Class I) 2021 x x President and CEO, Sara Dial & Associates 60 Director (Class II) 2022 x x x CEO and Founder, Providien, LLC 71 Lead Independent Director (Class I) 2021 x x x Lead independent director 41 Non-Independent Director (Class I) 2021 Partner, TDR Capital LLP 56 Director (Class I) 2021 x x President and CEO, Fresh Start Women’s Foundation Erik Olsson 58 Non-Independent Chairman of the Board (Class III) 2023 Chairman of the Board Stephen Robertson 61 Non-Independent Director (Class II) 2022 Co-Founder TDR Capital LLP 69 Director (Class II) 2022 x x x Chairman and CEO, Diamond Platinum Eagle Acquisition Corp. Bradley L. Soultz 51 Non-Independent Director (Class III) 2023 President and CEO of Company 60 Director (Class III) 2023 x x Executive Vice President and Chief Financial Officer for Kansas City Southern Members Independent Members Meetings During Fiscal Year 2020 Full Board 11 7 13 Audit Committee 4 4 10 Compensation Committee 4 4 5 Nominating and Corporate Governance Committee 4 4 4 Related Party Transaction Committee 6 6 2 Pay Element Who Receives When Granted Form of Delivery Type of Performance Performance Period How Payout Determined 2020 Performance Measures Base Salary All named executive officers Bi-weekly Cash Short-term emphasis (fixed) Bi-weekly Pre-established at each payroll date Individual Short-Term Cash Incentive (“STIP”) All named executive officers Annually Cash Short-term emphasis (variable) 1 year Pre-established formula DirectorLeadershipFinanceIndustryStrategyIndependencePublicCompany All named executive officers Annually Equity Long-term emphasis (variable) 3 years
(cliff vesting) Pre-established formula Mark BartlettTime-Based RSUs All named executive officers AnnuallyEquity Long-term emphasis (variable) 4 years
(ratable annual vesting)Stock price at each vesting date Stock priceGerard Holthaus Gary Lindsay Rebecca Owen Fredric Rosen* Stephen Robertson Jeff Sagansky Bradley Soultz
Kelly Williams, our President and Chief Operating Officer and Christopher Miner, our Chief Legal Officer. Messrs. Williams’ and Miner’s 2020 STIP was determined based on Mobile Mini’s consolidated adjusted EBITDA performance for the second half of 2020 (Q3 and Q4).*Not Standing(1) Lease Revenue Delivered and VAPS were not included in 2020 for re-electionCompensation Component Link to Business and Talent Strategies 2020 Compensation Actions Competitive base salaries help attract and retain executive talent. Merit based increases for 2020, ranging from 6.3% to 23.5%, to reflect role and responsibility changes and increases, respectively; strong Company and individual performance; and for improved alignment with market compensation levels on a post-Merger basis. Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance. Named executive officers earned annual cash incentive awards ranging from 115% to 127% of target (Adjusted EBITDA payout above target; Lease Revenue Delivered and VAPS Revenue Delivered below target). Individual Performance for both our CEO and CFO was 200% of target. However, our CEO agreed to forgo his 200% attainment related to his individual performance given the impact of COVID-19 on Company employees and in order to align, at 115%, with the broader group of corporate executives whose payouts were at the 115% level. Additionally, our CFO agreed to forgo 50% of his 200% attainment in order to align with other executives. Further in 2020, the CEO delayed the effectiveness of his merit increase from March to July in recognition of the impact of COVID-19 on the business and employees. Proposal Snapshot What Am I Voting On? Stockholders are being asked to elect four Class I directors to the Board of Directors for a three-year term. C Meeting Attendanceand Committee MeetingsDirectors are expectedwill select nominees based on independence, character, ability to participateexercise sound judgment, diversity, age, demonstrated leadership, qualifications, skills, including financial literacy, experience in all meetingsthe context of the needs of the Board, and eachother relevant factors.on which he or she serves. In 2018,considers unsolicited inquiries and director candidates recommended by stockholders in the same manner as candidates from all other sources. Recommendations should be sent to the Corporate Secretary at 4646 E. Van Buren Street, Suite 400, Phoenix, Arizona 85008.held 15 meetings,by following the Audit Committee held 18 meettings,procedures described in our A&R Bylaws. Deadlines for stockholder nominations for WillScot Mobile Mini’s 2022 annual meeting of stockholders are included in the “Stockholder Proposals and Director Nominations for the Compensation Committee2022 Annual Meeting” section on page 58.Governance Committeedirector nominees, as a whole, have the necessary experience and expertise, and each held three meetings. Each director attended no less than 75%possesses the particular attributes that qualify him or her to serve on our Board. The relevant skills, experiences, attributes and/or qualifications are described below.& Leadership Executive experience managing business operations and strategic planning allows Board members to effectively oversee our Company’s complex operations. 8 Finance Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee our Company’s financial position and results and the accurate reporting thereof and to assess the strategic objectives. % Industry Experience in or with the specialty rental services industry, including modular space and portable storage products and services, allows Board members to evaluate our Company’s business model and strategies and the industry in which we compete. 6 Strategy Knowledge of or experience in strategic combinations, expansions and operations is important to facilitate robust discussions of strategy, profitability and growth among our Board members and our Company’s management team. O Independence Independence under both the SEC regulations and Nasdaq listing standards is a vital component of our governance practices. : Public Company Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with various stakeholders interested in these issues and understanding the impact of various policies on our Company. meetings heldsubstitute nominee or nominees designated by the Board. Alternatively, the Board and each Committee on which he served in 2018, except that Messrs. Rosen and Sagansky each participated in twomay determine to keep a vacancy open or reduce the size of the three Compensation Committee meetings.72019 proxy statementTableThe Board of ContentsDirectors Unanimously Recommends That You Vote Other MeetingsFOROur independent directors meet in closed (executive) sessions, without the presence of management. The Chairman of the Board chairs the meetings of the independent directors, which coincide with regular meetings of the Board.Directors are expected to attend our annual stockholders meetings. Each of our directors attended the 2018 annual stockholders meeting.CommitteesFollowing Four Nominees of the Board of DirectorsDirectors.Committee Membership Sara R. DialDirectorAuditCommitteeCompensationCommitteeGovernanceCommittee Independent Key Skills and Qualifications: Mark BartlettC & Leadership6Strategy O IndependenceGerard HolthausC:Public Company Rebecca Owen The Board believes that Ms. Dial’s experience in government relations, together with her experience with the economic development industry and her experience on public company boards, enables her to provide meaningful guidance to our Board.Principal Occupation and Business Experience Ms. Dial served as a Director of Mobile Mini since August 2014 and has served as a Director of WillScot Mobile Mini since the Merger Date. Since 1996, Ms. Dial has been the President and CEO of Sara Dial & Associates, a global economic development and government relations consulting firm based in Phoenix, Arizona. She is Lead Director of Grand Canyon Education, Inc., a member of the Advisory Board of BBVA in Phoenix and has served on numerous boards of not-for-profit organizations. She became a National Association of Corporate Directors Board Leadership Fellow in 2019. Ms. Dial is a graduate of Stanford University. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • Grand Canyon Education, Inc (Lead Director) • Compensation Committee - Chair
• Governance CommitteeGerard E. Holthaus Independent Key Skills and Qualifications: & Leadership 8 Finance % Industry 6 Strategy O Independence : Public Company The Board believes that Mr. Holthaus’ history with Williams Scotsman, dating back to 1994 when he was hired as its CEO, provides deep industry knowledge. This knowledge, combined with his experience as an executive and director of public and private companies, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Holthaus serves as the Lead Independent Director of WillScot Mobile Mini. He served as Non-Executive Chairman of WillScot Corp. from November 2017 until the Merger Date and is the former Non-Executive Chairman of Algeco Scotsman Global S.á.r.l. (April 2010-November 2017). Prior to November 2007, Mr. Holthaus served as Executive Chairman and CEO of Algeco Scotsman and as Executive Chairman, President and CEO of Williams Scotsman International Inc. (“WSII”) prior to its acquisition by Algeco Scotsman in 2007. Mr. Holthaus is Non-Executive Chairman of FTI Consulting and the Board of the Baltimore Life Companies. He is also a Director of Nesco Holdings, Inc. Mr. Holthaus is a graduate of Loyola University Maryland. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • FTI Consulting, Inc.
• BakerCorp International, Inc. (former)
• Neff Corporation (former)
• NESCO Holdings• Audit Committee
• Related Party Transactions Committee
• Governance Committee - ChairGary Lindsay Non-Independent Key Skills and Qualifications: & Leadership 8 Finance % Industry 6 Strategy The Board believes that Mr. Lindsay’s experience in acquiring, financing and developing companies (including the Algeco Scotsman portfolio of companies), together with his experience with our Company and the industrial services industry, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Lindsay has served as a Director since November 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. He is a partner at TDR Capital LLP, a London-based private equity firm, where he has worked as a member of the firm’s investment team since 2008. Prior to joining TDR Capital LLP, Mr. Lindsay worked in the chemicals and industrials investment banking teams at both Citi and Bear Stearns in London and New York. He also serves as a Director at Target Hospitality Corp. Mr. Lindsay is a graduate of the University of Strathclyde and the University of Edinburgh. Other Public Company Directorships in the Last 5 Years • Target Hospitality Corp. Kimberly J. McWaters Independent Key Skills and Qualifications: 6 Strategy % Industry O Independence : Public Company & Leadership The Board believes that Ms. McWaters’ experience in general management, business development/strategic planning and sales and marketing, as well as her experience as a director of a public company enables her to provide meaningful guidance to our Board. Principal Occupation and Business Experience Ms. McWaters served as a Director of Mobile Mini since August 2014 and has served as a Director of WillScot Mobile Mini since the Merger Date. Since February 2021 she has served as President and CEO of Fresh Start Women’s Foundation. She retired as President and CEO of Universal Technical Institute, Inc. (“UTI”), the nation’s leading provider of transportation industry technician training, in October 2019 after 35 years with the company. She has served as a Director on UTI’s Board of Directors since 2005 and has served as a Director of the Penske Automotive Group, Inc. since 2004. Additionally, Ms. McWaters has served on the boards of directors of the Boys and Girls Clubs of Metropolitan Phoenix and Fresh Start Women’s Foundation for more than a decade. Ms. McWaters is a graduate of the University of Phoenix. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • Penske Automotive Group, Inc.
• Universal Technical Institute, Inc.• Audit Committee
• Related Party Transactions CommitteeJeffrey S. Goble Independent Key Skills and Qualifications: & Leadership O Independence 6 Strategy : Public Company The Board believes that Mr. Goble’s experience in business, finance and manufacturing, as well as his entrepreneurial perspective, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Jeffrey S. Goble served as a Director of Mobile Mini since February 2006 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Goble is Managing Partner of Mockingbird Capital, LLC, which invests in and operates companies in the medical device sector. From 2010 - 2019, Mr. Goble served as CEO and Founder of Providien, LLC. He also served as CEO of Access Scientific, LLC, from 2014 until 2020. Mr. Goble is a graduate of Arizona State University. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • Compensation Committee
• Governance Committee
• Related Party Transactions Committee - ChairStephen Robertson Non-Independent Key Skills and Qualifications: Fredric Rosen* & Leadership8Finance % Industry6 Strategy The Board believes that Mr. Robertson’s experience in strategic investing, including acquisitions, capitalizations and monetizations, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Robertson has served as a Director since November 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Robertson is a co-founder of TDR Capital, a London-based private equity firm. Since co-founding TDR in 2002, he has been heavily involved in the firm’s strategic investment decisions, including acquisitions, capitalizations and monetizations. Prior to co-founding TDR in 2002, Mr. Robertson was managing partner at DB Capital Partners, Managing Director of European Leveraged Finance at Merrill Lynch and Managing Director of European Leveraged Finance at Bankers Trust. He also serves as a Director at Target Hospitality Corp. Mr. Stephenson is a graduate of Aberdeen University. Other Public Company Directorships in the Last 5 Years • Target Hospitality Corp. Jeff Sagansky C Independent Key Skills and Qualifications:C- chair - member * Not standing for re-election &Leadership 8Finance :Public Company 6 Strategy OIndependence The Board believes that Mr. Sagansky’s experience with mergers and acquisitions and capital raising, together with his experience as an executive and director of growth-oriented public and private companies, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Sagansky has served as a Director since November 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. He was Chairman and CEO of Diamond Platinum Eagle Acquisition Corp., a Nasdaq listed special purpose acquisition company from March 2019 to April 2020, when the company effected a three-way merger with Draft Kings, a U.S.-based digital sports entertainment and gaming company and SB Tech, a global leader in omni-channel sports betting and gaming. Mr. Sagansky served as Chairman and CEO of Platinum Eagle Acquisition Corp. from December 2017 to March 2019, a Nasdaq-listed special purpose acquisition company, which in March 2019 completed a business combination that resulted in the creation of Target Hospitality Corp; he served as Chairman and CEO from August 2015 to November 2017 prior to the business combination. He is a Director at Target Hospitality Corp., Diamond Eagle Acquisition Corp., and Falcon Capital Acquisition Corporation. Mr. Sagansky is a graduate of Harvard College and Harvard Business School. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • Target Hospitality Corp.
• Diamond Eagle Acquisition Corp. (former)
• Scripps Networks Interactive, Inc. (former)
• Starz, Inc. (former)
• Videocon d2H Limited (former)
• Global Eagle Entertainment Inc. (former)
• Falcon Capital Acquisition Corp.• Compensation Committee
• Governance Committee
• Related Party Transactions CommitteeMark S. Bartlett Independent Key Skills and Qualifications: & Leadership 8 Finance % Industry 6 Strategy O Independence : Public Company The Board believes that Mr. Bartlett’s accounting and finance expertise, experience as a director of public and private companies, and knowledge of our Company and industry enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Bartlett has served as a Director since 2017 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Bartlett is a former partner of Ernst & Young LLP, joining the firm in 1972 and retiring as partner in 2012. He serves as a Director at FTI Consulting, Inc., Rexnord Corporation and T. Rowe Price Group, Inc. Mr. Bartlett is a graduate of West Virginia University and a Certified Public Accountant. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • FTI Consulting, Inc.
• Rexnord Corporation
• T. Rowe Price Group, Inc.• Audit Committee - Chair
• Compensation Committee
• Related Party Transactions CommitteeErik Olsson Non-Independent Key Skills and Qualifications: & Leadership 8 Finance % Industry 6 Strategy : Public Company The Board believes that Mr. Olsson’s history with the Company provides deep industry knowledge. This knowledge, combined with his extensive leadership experience, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Olsson became Mobile Mini’s Non-Executive Chairman of the Board on October 1, 2019 and has continued in this capacity for WillScot Mobile Mini since the Merger Date. Mr. Olsson previously served as Mobile Mini’s Chief Executive Officer and a member of the Board beginning in March 2013, and further served as Mobile Mini’s President from March 2013 to October 2019. He is Chairman of the board of Ritchie Brothers Auctioneers Incorporated, the world’s largest industrial auctioneer, and a Director of the boards of Dometic Group AB, a global manufacturer of products for mobile living and Pontem Corporation, an industrial SPAC. Mr. Olsson also serves on the board of directors of St. Mary’s Foodbank Alliance, one of the world’s largest food banks. Mr. Olsson is a graduate of the University of Gothenburg, Sweden. Other Public Company Directorships in the Last 5 Years • Dometic Group AB
• Ritchie Brothers Auctioneers, Inc.
• Pontem CorporationBradley L. Soultz Non-Independent Key Skills and Qualifications: & Leadership 8 Finance % Industry 6 Strategy The Board believes that Mr. Soultz’s insight into our Company and industry from his role as our president and CEO, together with his leadership and business experience with multinational companies focused on “lean” practices and processes, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Soultz is CEO of WillScot Mobile Mini and served as President and CEO of WillScot prior to the Merger. Prior to becoming WillScot’s President and CEO in November 2017, he served as President and CEO of WSII from January 2014 to November 2017, where he was responsible for the strategic and operational aspects of WSII’s North American business and for helping prepare the Company for its reemergence as a public company. Before joining WSII, Mr. Soultz was the Chief Commercial and Strategy Officer of Novelis Inc., the world leader in aluminum rolling and recycling. He previously held various leadership roles with Novelis and Cummins in Europe and North America. Mr. Soultz is a graduate of Purdue University. Michael W. Upchurch Independent Key Skills and Qualifications: & Leadership 8 Finance 6 Strategy O Independence The Board believes that Mr. Upchurch’s experience in business and finance, as well as his leadership experience at large companies, enables him to provide meaningful guidance to our Board. Principal Occupation and Business Experience Mr. Upchurch served as a Director of Mobile Mini since 2019 and has served as a Director of WillScot Mobile Mini since the Merger Date. Mr. Upchurch is Executive Vice President and Chief Financial Officer for Kansas City Southern (“KCS”), a transportation holding company that has railroad investments in the U.S., Mexico and Panama, linking the commercial and industrial centers of North America. Mr. Upchurch has been Chief Financial Officer at KCS since October 2008, having joined the company in March 2008. Mr. Upchurch is a graduate of Kansas State University and is a Certified Public Accountant. Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile Mini Board of Directors • Audit Committee
• Related Party Transactions CommitteeCommitteecommittee charters are reviewed annually, and more frequently as necessary, to address any new rules or best practices relating to the responsibilities of the applicable Committee,committee, or changes to such rules and best practices. The applicable Committee approvescommittee recommends changes to its own charter amendment and submits itsuch recommended changes to the Governance Committee, which recommends action by the Board. All charter amendments are submitted to the Board for approval.Committeecommittee charter is available on our corporate website at https:http://investors.willscot.com/www.willscotmobilemini.com/corporate-governance/governance-overview.Audit Committee Compensation Committee Governance Committee Related Party Transactions Committee Sara R. Dial Kimberly J. McWaters Jeffrey S. Goble Jeffrey S. Goble Jeff Sagansky Jeff Sagansky Kimberly J. McWaters Jeff Sagansky ("(“Nasdaq"”). The Board has determined that Mark S. Bartlett, and Gerard E. Holthaus and Michael W. Upchurch each qualifies as an "audit“audit committee financial expert"expert” within the meaning stipulated by the SEC, based upon the education and experience described in histheir biography.Committee'sCommittee’s primary responsibilities are to monitormonitor: (i) the integrity of our financial statements and accounting and financial reporting processprocesses; (ii) our compliance with legal and internal control system; (ii)regulatory requirements; (iii) the independenceindependent auditor’s qualifications, performance, and independence; (iv) the performance of the independent registered public accounting firm;our internal audit and (iii) the disclosure controls functions; and procedures established by management. (v) our risk management framework, including cybersecurity.registered public accounting firm;auditor; (ii) reviews and discusses the scope of the annual audit and written communications by our independent registered public accounting firmauditor to the Audit Committee and management; (iii) oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow; (iv) approves audit and non-audit services by our independent registered public accounting firmauditor and applicable fees; (v) reviews and discusses our periodic reports filed with the SEC; (vi) reviews and discusses our earnings press releases and communications; (vii) oversees our internal audit activities; (viii) oversees our disclosure controls and procedures and reviews our internal controls over financial reporting; (ix) reviews and discusses risk assessment and risk management policies and practices;practices, including cybersecurity; (x) oversees the administration of our Code of Business Conduct and Ethics and other ethics policies; (xi) oversees and periodically reviews and edits our Whistleblower Policy; (xii) reviews, discusses, and approves insider and affiliated person transactions; and,(xiii) administers the policy with respect82019 proxy statementregistered public accounting firm.auditor; and (xiv) with respect to all of the foregoing responsibilities, interfaces with management, the independent auditor, the internal audit department, and any other parties to discuss, review, and execute such responsibilities. In addition, the Audit Committee performs an annual self-evaluation, reviews its charter and recommends changes to the Governance Committee for submission to the Board for approval, and prepares the audit committeeAudit Committee report required to be included in our annual proxy statement.except Stephen Robertson, qualify as independent directors. In making its determination,considering whether a member of the Board has consideredis qualified to serve on the Committee, the Board considers all factors specifically relevant to determining whether a director has a relationship withto the companyCompany that would materially impair theis material to that director's ability to makebe independent judgments about executive officerfrom management in connection with the duties of a compensation including:committee member, including, but not limited to: (i) the source of compensation of such director's compensation; (ii)director, including any consulting, advisory, or other compensatory feesfee paid by the companyCompany to thesuch director; and (iii) any other affiliations the(ii) whether such director hasis affiliated with the company and its affiliates, including engagements by clients that are companies or affiliates of companies for which membersCompany, aCompensation Committee serve as officersCompany, or directors. Stephen Robertson serves asan affiliate of a non-independent membersubsidiary of the Compensation Committee pursuant to Nasdaq Rule 5605(d)(2)(B), and, consistent with the requirementsCompany (affiliate status is defined generally as having control of, this rule, Mr. Robertson will cease to be a member of the Compensation Committee on or before November 29, 2019.programsprogram and compensation levels. Our CEO attended all of the Compensation Committee meetings held in 2018,2020, although he did not participate in any portion of the meetings related to his compensation and performance. Only members of the Compensation Committee vote on matters before that Committee. non-executive director compensation and recommending changes to the Board for approval; (ii) approving our CEO'sCEO’s compensation; (iii) reviewing the compensation of other NEOs;named executive officers; (iv) administering our executive officer compensation plans, as well as any equity-based compensation plans and any other compensation arrangements, including approving awards thereunder; establishingthereunder, to the extent such plans and arrangements affect executive officers; (v) overseeing objective performance goals, individual award levels, and operative and subjective performance measures, and overseeing all aspects of executive officer incentive compensation; (vi) reviewing and approving any employment consultingagreements, severance arrangements, change in control agreements and severance protection plans, and other contracts, arrangements, or arrangements with present and formerprovisions affecting executive officers; (vii) reviewing the compensation disclosures in the annual proxy statement and annual reportAnnual Report on Form 10-K filed with the SEC and discussing the disclosures with management; (viii) performing annual performance evaluations of our executive officers; (ix) performing an annual self-evaluation; (x) reviewing its charter and recommending changes to the Governance Committee for submission to the Board for approval; and(xi) submitting all equity-based compensation plansrequired.FrederickFrederic W. Cook & Co., Inc. ("(“FW Cook"”) as its independent compensation consultant. The Compensation Committee periodically evaluates Cook'sFW Cook’s independence from management, taking into consideration all relevant factors, including the independence factors specified in SEC regulations and Nasdaq listing rules.2018,2020, FW Cook advised the Compensation Committee on certain executive and director compensation matters. Neither FW Cook nor our companyCompany provided any services to the other during 2018,2020, other than the advisory services provided by FW Cook to the Compensation Committee.time, except that Jeff Sagansky served as our president and CEO prior to the Business92019 proxy statementCombination.time. None of our executive officers serves as, or in the prior three years has served as, a member of the board or compensation committee of any other company that has an executive officer serving as a member of our Board or the Compensation Committee.Committeescommittees for appointment by the Board and additionally considering the rotation of members of the committees and chairs of the committees; (iv) considering, from time to time, and at least once annually, the operations of the committees, including accepting input from the committees with respect to the responsibilities and organization of such committees and proposing changes to the Board; (v) identifying and qualifying candidates to fill vacancies occurring between annual meetings of stockholders for election by the Board; (vi) monitoring compliance with, considering and reviewing proposed changes to, and periodically assessing the effectiveness of, our Corporate Governance Guidelines, the Committeecommittee charters, and other policies and practices relating to corporate governance, including, as applicable, for submission to the Board for approval; (vii) monitoring and reviewing responses to stockholder communications with non-management directors together with the Chairman of the Board; (viii) overseeing the process for director education and Board and Committeecommittee self-evaluations; (ix) overseeing the process relating to succession planning for our CEO and other executive officer positions; (x) reviewing its charter and recommending changes to the Board for approval; and(xi) performing an annual self-evaluation.2018,2020, the annual compensation package for our non-executivenon-employee directors consisted of:
Position
Cash Amount Restricted Stock
(one year vesting) Retainers $275,000A $250,000B $75,000 $100,000 Committee Chair Stipend Audit Committee $30,000C Compensation Committee $15,000 Governance Committee $10,000 Meeting feesD $1,000 / meeting AEffective as of the Company's 2018 annual stockholders' meeting, this amountfollowing, pre- and post-merger. We note that the Non-Executive Chair retainers were historically positioned towards the high end of market practice due to the additional work related to the going public transaction, and subsequent transformative acquisitions.However, effective July 1, 2020, the Non-Executive Chair retainers were reduced to align with median market practice.Type of Fee Amount ($) Prior to 7/1/2020 Retainers $275,000 $ 135,000 $275,000 $ 185,000 Not Applicable $ 105,000 Not Applicable $ 125,000 All Other Non-Executive Directors Cash $75,000 $ 75,000 All Other Non-Executive Directors Restricted Stock (one year vesting) $100,000 $ 125,000 Cash Cash Committee Chair / Member Stipend Audit Committee $30,000 / $0 $30,000 / $10,000 Compensation Committee $15,000 / $0 $22,500 / $7,500 Governance Committee $10,000 / $0 $15,000 / $6,000 $1,000 (b) — increased from $250,000 to $275,000.BThis amount will increase to $275,000, beginning with the annual grant madecontinued for the 2019-2020 director award cycle.CThis amount was increased from $20,000Lead Independent Director in 2020, post 7/1/2020.$30,000 in October 2018,July 1, 2020, with retroactive effect to January 1, 2018.DWith respect to each standing committee of the Board that holds more than six meetings in a calendar year, an annual cash amount will bewas paid to each committee member who participatesparticipated in more than six meetings. The annual cash amount will bewas determined by multiplying (i) a $1,000 meeting fee and (ii) the number determined by subtracting six from the total number of committee meetings attended by a committee member during the calendar year.102019 proxy statement2018 Non-Executive2020 Non-Employee Director Compensation Table Fees earned or
paid in cash
($)A Stock Awards
($)B Total ($) $184,500 $150,000 $334,500 $454,500 $375,000 $829,500 $112,500 $150,000 $262,500 $112,500 $150,000 $262,500 $144,500 $150,000 $294,500 $127,500 $150,000 $277,500 Director Name Total ($) Mark S. Bartlett $ 121,534 $ 100,000 $ 221,534 Sara R. Dial $ 90,169 $ — $ 90,169 Jeffrey S. Goble $ 77,101 $ — $ 77,101 Gerard E. Holthaus $ 308,712 $ 275,000 $ 583,712 $ 75,000 $ 100,000 $ 175,000 Kimberly J. McWaters $ 74,052 $ — $ 74,052 Erik Olsson $ 117,612 $ — $ 117,612 $ 80,000 $ 100,000 $ 180,000 $ 75,000 $ 100,000 $ 175,000 Jeff Sagansky $ 88,049 $ 100,000 $ 188,049 Michael W. Upchurch $ 74,052 $ — $ 74,052 Aeffectively represent 1.5 years of annual cash retainers and stipends, and one year of annual meeting fees. Fees representing annual retainers and stipends for the period of November 29, 2017 (the Business Combination Date) through June 18, 2018 (the day preceding our 2018 annual stockholders' meeting) werefees paid in January 2018. Fees representing annual retainers and stipends for period of June 19, 2018 (the date of our 2018 annual stockholders' meeting) through June 18, 2019 (the date of our 2019 annual stockholders' meeting) were paid in June 2019.during 2020.annual meeting fees payable for 2018 were paid in December 2018. Moreover, with respect to Messrs. Bartlett, Holthaus and Rosen, the amounts include a $20,000 fee paid in August 2018 for serving on a special committee of the Board formed to evaluate and, if applicable, approve certain financing activities.BThe valuesreflected in this column effectively represent 1.5 yearsthe aggregate grant date fair value of grants. Thethe restricted stock awards granted to our non-executive directorscomputed in March 2018 represent equity compensation for the period of November 29, 2017 (the Business Combination Date) through June 18, 2018 (the day preceding our 2018 annual stockholders' meeting)accordance with Accounting Standards Codification Topic 718 (“restrictedgrant date fair value of the stock awards granted tounder ASC 718 is calculated based on the number of shares of our non-executive directors in August 2018 represent equity compensation forCommon Stock underlying the periodaward, multiplied by the closing price of June 19, 2018 (thea share of our Common Stock on the date of our 2018 annual stockholders' meeting) through June 17, 2019 (the day preceding our 2019 annual stockholders' meeting).Cnon-executive directors, were transferred to the TDR Capital affiliate that appointednominated them to the Board.Director Number of Shares of Restricted Stock Unvested as of December 31, 2020 Mark S. Bartlett 8,511 Sara R. Dial — Jeffrey S. Goble — Gerard E. Holthaus 23,404 8,511 Kimberly J. McWaters — Erik Olsson — 8,511 Jeff Sagansky 8,511 Michael W. Upchurch — Directorspluralitymajority of the votes cast for such director.cast. If an incumbent director does not receive a greater number of "for" votes “for” his or her election than "withheld" votes “against” such director’s election, then such director must tender his or her resignation to the Chairman of the Board for its consideration.Board'sBoard’s policy is that the Chairman of the Board is an independent,a non-employee director. The Governance Committee and the Board believe that this leadership structure is the most appropriate one for the companyCompany at this time, as it allows our CEO to focus on the day-to-day management of the business and on executing our strategic priorities, while allowing the Chairman to focus on leading the Board, providing its advice and counsel to the CEO, and facilitating the Board'sBoard’s independent oversight of management.Board'sBoard’s Role in Risk Oversightcompany.Company. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The Board administers its oversight of our material risks directly through the Board as a whole, as well as through the committees of Board. The Audit Committee, in addition to overseeing financial report and control risks, is responsible for reviewing and discussing risk assessment and risk management policies and practices. practices, including cybersecurity and privacy concerns.Board'sBoard’s other committees also assist the oversight function of the Board by addressing risks related to the relevant committee'scommittee’s particular area of concentration. For example, the Compensation Committee oversees risks related to our executive compensation plans and arrangements, and the Governance Committee oversees risks associated with the independence of the Board and potential conflicts of interest.112019 proxy statementreports on discussionsinterfaces with the Board with respect to any risks it identifies, within its set of designated responsibilities, as appropriate, including at meetings of the applicable risks to the Board during the committee reports portion of each meeting of the Board, as appropriate.Board. The Board considers each committee's report,committee’s assessments, as applicable, and incorporates the insight provided by the reportsassessments of the Committees into its overall risk management analysis.•Board'sBoard’s annual evaluation of our CEOhttps:http://investors.willscot.com/www.willscotmobilemini.com/corporate-governance/governance-overview.("(“Code of Business Conduct"”), which applies to our directors, officers and employees, and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers ("(“Code of Ethics"”), which supplements our Code of Business Conduct and applies to our CEO, principal financial officer, principal accounting officer and controller. Copies of the Code of Business Conduct and the Code of Ethics are available online at https:http://investors.willscot.com/www.willscotmobilemini.com/corporate-governance/governance-overview. If the Board grants a waiver under our Code of Business Conduct to any director, executive officer or senior financial officer, or we make any substantive amendment to the Code of Ethics or grant any waiver thereunder to a covered officer, we will promptly disclose the nature of the applicable waiver or amendment on our website.expects to conductconducts a rigorous annual self-evaluation to help determine whether the Board and its committees are functioning effectively. The Governance Committee oversees this process. The self-evaluation process solicits input from the directors regarding the performance and effectiveness of the Board, the Committees and the individual directors, and provides an opportunity for directors to identify areas for improvement. The Governance Committee reviews with the Board the results and feedback from the self-evaluation process and makes recommendations for improvements, as appropriate. With respect to 2018, the Board successfully used this process to evaluate Board and Committee effectiveness and identify opportunities to strengthen the Board."independent director"“independent director” is defined generally as a person other than an officer or employee of the companyCompany or its subsidiaries or any other individual having a relationship which, in the opinion of the company's boardCompany’s Board of directors,Directors, would interfere with the director'sdirector’s exercise of independent judgment in carrying out the responsibilities of a director.Ms. OwenMessrs. Bartlett, Goble, Holthaus, Sagansky, and Messrs. Bartlett,122019 proxy statementHolthaus,the Company, Mr. Olsson is not an “independent director” due to his role as President of Mobile Mini until October 2019, and Sagansky are "independent directors." Messrs. Robertson and Lindsay, who are partners of TDR Capital, are not "independent directors"“independent directors” due to, among other things, TDR Capital's controllingCapital’s ownership position of our company.company;Company; the corporate governance and other policies adopted by the Board to help avoid conflicts and potential conflicts of interest; the contractual arrangements and annual payments between our companyCompany and other companies upon which our directors also serve as directors (e.g., FTI Consulting);directors; and, the alignment of the long-term interests of the stockholders that appointed our Board members with the long-term interests of our other stockholders.companyCompany for an appropriate response if, in the discretion of the Corporate Secretary, such a direct response is more appropriate. The Corporate Secretary may also ignore any communication that he or she determines to be of a commercial or frivolous nature or otherwise inappropriate for Board consideration.132019 proxy statementProposal Snapshot PROPOSAL SNAPSHOT
What Am I Voting On?
The Board seeks an indication from stockholders of their approval or disapproval of the Audit Committee'sCommittee’s appointment of Ernst & Young LLP as the company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2021.
C company'sCompany’s independent auditor.registered public accounting firm. Ernst & Young LLP ("(“EY"”) has been our independent auditorregistered public accounting firm since November 2017. The Audit Committee believes that the retention of EY to serve as the company'sCompany’s independent auditorregistered public accounting firm for 20192021 is in the best interests of the companyCompany and its stockholders. If the appointment of EY is not approvedratified by our stockholders, the Audit Committee will consider whether it is appropriate to select another independent auditor.Independent Registered Public Accounting Firm ChangeOn November 29, 2017, the Board approved the dismissal of WithumSmith+Brown, PC ("Withum") as our independent registered public accounting firm. We communicated to Withum the Board's decision on November 29, 2017. The reports of Withum on our financial statements as of and for the fiscal years ended December 31, 2016 and December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles except as follows: such audit report contained an explanatory paragraph in which Withum expressed substantial doubt as to our ability to continue as a going concern if we did not complete a business combination by September 16, 2017.During our fiscal years ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, there were no disagreements between us and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on our financial statements for such years. During our fiscal year ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, there were no "reportable events" as defined in SEC rules.We provided Withum with a copy of the foregoing disclosures and Withum furnished us with a letter addressed to the SEC stating it agrees with the statements made by us set forth above.On November 29, 2017, the Board approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2017, effective November 29, 2017 upon the completion of EY's independence review. During our fiscal years ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a "disagreement," or a "reportable event," as defined SEC rules.During our interim period of November 29, 2017 through December 31, 2017 and our fiscal year ended December 31, 2018, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a "disagreement," or a "reportable event," as defined SEC rules.142019 proxy statementauditorsregistered public accounting firm in compliance with the Sarbanes-Oxley Act and the SEC rules regarding auditor independence. These services may include audit services, audit-related services, tax services and all other services. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee or require the specific pre-approval of the Audit Committee. Unless a type of service has received general pre-approval, it will require specific pre-approval if it is to be provided by EY. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.Prior to the Business Combination, all of the services listed in the table below were approved by (i) with respect to Withum, our Audit Committee and (ii) with respect to EY, the audit committee of WSII's prior owner. 2018,2020, all of the services were approved by our Audit Committee or, if applicable, the Committee Chair.auditorregistered public accounting firm, EY, included the following:2020 2019 $ 3,466,086 $ 4,053,459 Audit-Related $ 40,080 $ — $ 45,000 $ — $ 257,145 $ — All Other $ — $ — Ernst & Young LLP WithumSmith+Brown, PC 2017 2018 2017 2018 $3,819,843(B) $3,769,691 $72,000 — — $486,606 — — $28,490 — — — $16,390 $175,000 — — — — — — (A)(B)Includes $1,450,000 for services rendered in 2017 related to the WSII financial statement audit as of December 31, 2016 and 2015 and for the three years in the period ended December 31, 2016, which were prepared to facilitate the Business Combination.(C)(D)Audit Committee ReportThe Board of Directors Unanimously Recommends That You Vote Board.company'sCompany’s internal controls and the financial reporting process. EY, acting as our independent auditor,registered public accounting firm, is responsible for performing an independent audit of the company'sCompany’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board ("(“PCAOB"”). Management concluded that no material weakness existed in our internal controls over financial reporting in the past two fiscal years.152019 proxy statementcompany'sCompany’s independent auditorregistered public accounting firm the overall scope and execution of the independent audit and has reviewed and discussed the audited financial statements with management. The Audit Committee also discussed with the independent auditorsregistered public accounting firm other matters required by PCAOB auditing standards.auditorsregistered public accounting firm provided to the Audit Committee the written communications required by applicable standards of the PCAOB regarding the independent accountant'saccountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed the independent auditors'registered public accounting firm’s independence with management and the auditors.independent registered public accounting firm. The Audit Committee also considered whether the provision of other non-audit services by the company'sCompany’s independent auditorsregistered public accounting firm to the companyCompany is compatible with maintaining independence.auditors'registered public accounting firm’s independence had not been impaired.company's annual report on Form 10-K for the year ended December 31, 2018.April 15, 2019February 23, 2020 consisting of:Audit Committee Mark S. Bartlett (Chairman) Gerard E. Holthaus Mark S. Bartlett(Chairman)Kimberly J. McWatersFredric D. RosenMichael W. UpchurchRebecca L. Owen"soliciting“soliciting material,"” is not deemed "filed"“filed” with the SEC and is not to be incorporated by reference in any filing of the companyCompany under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.162019 proxy statementExecutive OfficersThe following table sets forth information concerning our executive officers, as of April 30, 2019. NameAgePositionProposal Snapshot What Am I Voting On? The Board seeks an indication from stockholders of their approval or disapproval of the compensation of our named executive officers. C Name Age Title Bradley L. Soultz 51 49President, Chief Executive Officer and Director (CEO)Kelly Williams 50 President and Chief Operating Officer (COO) Timothy D. Boswell 4042 Chief Financial Officer (CFO) Bradley L. BaconHezron Timothy Lopez49 44Vice President, General Counsel & Corporate Secretary Chief Human Resources Officer (CHRO)Chris Miner 49 Chief Legal Officer and Secretary (CLO) Sally J. Shanks4244 Chief Accounting Officer &and Treasurer (CAO) has served as our president and chief executive officer ("CEO") and as a member the Chief Executive Officer of our Board since we completedWillScot Corporation, who became the Business Combination in November 2017. He served as president and CEO of WSII from January 2014 until November 2017, where he was responsible for the strategic and operational aspectsChief Executive Officer of the company's North American businessCompany, Kelly Williams, the President and for helping prepareChief Executive Officer of Mobile Mini, who became the portfolio company for its reemergence as a public company. Mr. Soultz joined WSII in January 2014 from Novelis Inc.,President and Chief Operating Officer of the world leader in aluminum rolling and recycling, where he served as chief commercial and strategy officer. Prior to that, he held management roles with various business units in Europe and North America after joining Novelis in 2005. Mr. Soultz holds a bachelor's degree in agriculture engineering from Purdue University. Mr. Soultz's qualifications to serve on our Board include, among others, his extensive knowledgeCompany, Timothy Boswell, the Chief Financial Officer of our company and industry and his leadership and business experience with multinational companies focused on "lean" practices and processes.Timothy D. Boswell has served as our chief financial officer since we completedWillScot Corporation, who became the Business Combination in November 2017. He served as vice president, finance and treasurerChief Financial Officer of WSII from October 2015 until November 2017, where he was responsible for the company's North American finance, strategy and IT functions. He previously served as chief of staff toCompany, Hezron Lopez, the Algeco Group CEO from September 2014 to October 2015, where he supported the execution of global initiatives. Mr. Boswell also served as vice president of strategy and business development from June 2012 until September 2014, where he was responsible for the development and execution of strategic initiatives in North America with a focus on pricing, value-added products and services, and marketing. Prior to joining WSII in 2012, Mr. Boswell was a vice president with Sterling Partners, a Chicago-based private equity firm with $4 billion of assets under management, where he served in both principal investing and portfolio company management roles. Before joining Sterling Partners, he held private equity and investment banking roles with Banc of America Capital Investors, Edgeview Partners, and Bear, Stearns & Co. Inc. Mr. Boswell holds a bachelor's degree in economics and psychology from Davidson College and a master's degree in business administration from the Darden Graduate School of Business Administration.Bradley L. Bacon has served as our Vice President, General Counsel & Corporateand Secretary sinceof WillScot Corporation, who became the Chief Human Resources Officer of the Company and Christopher Miner, the General Counsel of Mobile Mini who became the Chief Legal Officer of the Company, which became effective upon and were subject to the completion of the Merger. The Boards of Directors and the Compensation Committees of WillScot Corporation and Mobile Mini, Inc. were involved in the process of implementing those agreements, and in doing so, the Committee followed steps similar to those that it followed for WillScot Corporation executives prior to the Merger.Compensation Component Link to Business and Talent Strategies 2020 Compensation Actions Competitive base salaries help attract and retain executive talent. Merit based increases for 2020, ranging from 6.3% to 23.5%, to reflect role and responsibility changes and increases, respectively; strong Company and individual performance; and for improved alignment with market compensation levels on a post-Merger basis. Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance. Named executive officers earned annual cash incentive awards ranging from 115% to 127% of target (Adjusted EBITDA payout above target; Lease Revenue Delivered and VAPS Revenue Delivered below target). Individual Performance for both our CEO and CFO was 200% of target. However, our CEO agreed to forgo his 200% attainment related to his individual performance given the impact of COVID-19 on Company employees and in order to align, at 115%, with the broader group of corporate executives whose payouts were at the 115% level. Additionally, our CFO agreed to forgo 50% of his 200% attainment in order to align with other executives. Further in 2020, the CEO delayed the effectiveness of his merit increase from March to July in recognition of the impact of COVID-19 on the business and employees. completedstrongly emphasize a culture of pay for performance to provide incentives and accountability for our executive officers in working toward the Business Combinationachievement of our objectives. Accordingly, we have designed our incentive compensation with the goal ofPay Element Who Receives When Granted Form of Delivery Type of Performance Performance Period How Payout Determined 2020 Performance Measures Base Salary All named executive officers Bi-weekly Cash Short-term emphasis (fixed) Bi-weekly Pre-established at each payroll date Individual STIP All named executive officers Annually Cash Short-term emphasis (variable) 1 year Pre-established formula All named executive officers Annually Equity Long-term emphasis (variable) 3 years
(cliff vesting)Pre-established formula Time-Based RSUs All named executive officers Annually Equity Long-term emphasis (variable) 4 years
(ratable annual vesting)Stock price at each vesting date Stock price November 2017. He served2020 for Kelly Williams, our President and Chief Operating Officer, and Christopher Miner, our Chief Legal Officer. Messrs. Williams’ and Miner’s 2020 STIP was determined based on Mobile Mini’s consolidated adjusted EBITDA performance for the second half of 2020 (Q3 and Q4).We do We do not ü Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation ü Actively solicit feedback from our stockholders on compensation and governance matters X Offer compensation-related tax gross-ups ü Have pre-established performance goals that are aligned with creation of stockholder value ü Have Board oversight of ESG and other sustainability matters X Allow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees ü Conduct market comparison of executive compensation against a relevant peer group ü Elect directors by majority vote X Allow pledging of our securities by directors, officers or other employees ü Have double-trigger vesting for equity awards in the event of a change in control ü Grant the Board and each committee express authority to retain outside advisors X Pay dividends on unearned performance-based awards ü Have an equity plan dilution within market practices ü Split the roles of Chairman and Chief Executive Officer X Pay dividends on unvested Time-Based awards ü Have stock ownership guidelines for executives and Directors that reinforce alignment with stockholders ü Perform annual Board and committee self-evaluations X Grant stock options with exercise prices less than the fair market values of our common stock on the grant date ü Have a clawback policy that authorizes recovery of cash and equity incentive compensation ü Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines X Reprice or buy-out underwater stock options without stockholder approval ü Have cash severance within market practices ü Perform an annual review of a CEO succession plan X Conduct buy-outs of underwater stock options ü Provide senior executives generally the same benefits as full-time employees ü Perform an annual review of senior management X Provide reload provisions in any stock option grant ü Mitigate undue risks, particularly by annual review of plans, policies and practices ü Have a Nominating and Corporate Governance Committee with oversight over the Company’s governance framework X Provide defined benefit pension plans for executives ü Have an independent compensation consultant advising the Compensation Committee ü Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee X Have any significant perquisites ü Have a plan to eliminate the classified board structure by 2024 ü Have a Related Party Transaction Committee comprised of independent directors Compensation Committee All Board Members Independent Compensation Consultant – FW Cook CEO and Management Executive Officer 2020 Base Salary 2019 Base Salary Year Over Year Change $850,000 $750,000 13.3 % Kelly Williams $700,000 Not Applicable Not Applicable Timothy D. Boswell $525,000 $425,000 23.5 % Hezron Timothy Lopez $425,000 $400,000 6.3 % Christopher Miner $450,000 Not Applicable Not Applicable Sally J. Shanks $320,100 $300,000 6.7 % Executive Officer 2020 Target Percentage of Base Salary 2019 Target Percentage of Base Salary Year Over Year Change Bradley L. Soultz 125% 120% 4% Kelly Williams 100% N/A N/A Timothy D. Boswell 75% 71% 6% Hezron Timothy Lopez 75% 60% 25% Christopher Miner 75% N/A N/A Sally J. Shanks 40% 40% — Base Salary X Target Percentage X + = Annual Cash Incentive Award Measure Weighting Rationale for Measure Payout Range Adjusted EBITDA 70% Adjusted EBITDA reflects our operating performance and is a key measure for our investors. We calculate the measure on a semi-annual basis (with the first-half and second-half performance equally weighted at 35%). 50% - 200% Lease Revenue Delivered + VAPS Revenue Delivered 30% Lease Revenue Delivered + VAPS Revenue Delivered reflects our operating performance and represents the total recurring revenue contracted and delivered during the year on new commercial activity. The measure is a leading indicator of modular leasing revenue, which is a key measure for our investors. We calculate this measure on an annual basis. 50% - 200% Threshold Target Maximum Actual % of Target Achieved Payout % Payout % 50% 100% 200% Adjusted EBITDA – First Half
($ millions)$165.1 $183.4 $220.1 $187.8 102% 112% $286.4 $318.2 $381.8 $345.7 109% 143% $375.1 $416.8 $500.2 $405.3 97% 86% 50% 100% 200% 115% 115% 115% 50% 100% 200% 150% 150% 150% Weighted Average Payout (financial metrics only): 115% Weighted Average Payout for CEO and CFO including Individual Performance: 115% and 126%, respectively Target STIP Opportunity Payout % of Target STIP Earned Bradley L. Soultz $ 1,062,500 115% (b) $ 1,224,422 Kelly Williams $ 350,000 (a) 127% $ 438,734 (a) Timothy D. Boswell $ 393,750 126% (b) $ 494,817 Hezron Timothy Lopez $ 318,750 115% $ 367,326 Christopher Miner $ 168,750 (a) 127% $ 212,152 (a) Sally J. Shanks $ 128,040 115% $ 147,553 Equity Award Weighting Rationale and Key Features 60% for CEO, COO, CFO, GC, & CHRO and 50%
for other NEOTime-Based RSUs 40% for CEO, COO, CFO, GC, & CHRO and 50%
for other NEOExecutive officer Performance-Based RSUs Time-Based RSUs Award (#) Target Value ($) Award (#) Target Value ($) Bradley L. Soultz 78,665 $ 1,320,000 52,443 $ 880,000 Kelly Williams N/A N/A Timothy D. Boswell 25,566 $ 429,000 17,044 $ 286,000 Hezron Timothy Lopez 18,236 $ 306,000 12,157 $ 204,000 Christopher Miner N/A N/A Sally J. Shanks 4,470 $ 75,000 4,470 $ 75,000 Executive officer Performance-Based RSUs Time-Based RSUs Award (#) Target Value ($) Award (#) Target Value ($) Bradley L. Soultz 57,165 $ 750,000 38,110 $ 500,000 Kelly Williams — $ — 228,659 $ 3,000,000 Timothy D. Boswell 45,732 $ 600,000 30,488 $ 400,000 Hezron Timothy Lopez 9,718 $ 127,500 6,479 $ 85,000 Christopher Miner 9,718 $ 127,500 6,479 $ 85,000 Sally J. Shanks — $ — 7,622 $ 100,000 General Counsel &and Chief Financial OfficerWSII from August 2017 until November 2017, wherethe Company (the “LopezAgreement”), which became effective on March 1, 2020, and provides that Mr. Lopez will serve as the Chief Human Resources Officer of the Company for an initial term of 36 months following the Merger Date, which automatically renews for successive one-year periods, unless Mr. Lopez or the Company gives 120-days prior written notice of an intention not to renew the initial term or the renewal term, as applicable.was responsiblewould have received based on actual performance, (iii) his full target bonus for the company's legalyear of termination, (iv) continuedcompliance functions.full vesting of the retention award and any annual equity awards granted within 24 months of the Merger, (v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for 12 months, and (vi) up to $25,000 in outplacement services. Mr. Bacon joined WSIILopez will be entitled to the same benefits in August 2017 from Crestwood Equity Partners LP (NYSE: CEQP)the event of a termination of employment without Cause or a resignation for Good Reason during the 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Lopez Agreement), whereexcept that he served aswill receive (i) a cash severance payment equal to 1.5x the sum of his base salary at the rate in effect at the time of termination and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 18 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.Assistant General CounselChief Legal Officer and AssistantSecretarysince October 2012of the Company for an initial term of 36 months following the Merger Date, which automatically renews for successive one-year periods, unless Mr. Miner or the Company gives 120-days prior written notice of an intention not to renew the initial term or the renewal term, as applicable.responsibilitiesa target grant date value of $540,000, or 120% of his base salary, 40% in the form of Time-Based RSUs vesting ratably over four years and 60% in the form of Performance-Based RSUs vesting over three years. In connection with the Merger, Mr. Miner received a retention award with a grant date value of $212,500, 40% in the form of Time-Based RSUs vesting ratable over four years and 60% in the form of Performance-Based RSUs vesting over three years. The Miner agreement also includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for mergers12 months post-termination of employment.acquisitions, capital transactions, infrastructure development projects,any annual equity awards granted within 24 months of the Merger, and other corporate matters. Before joining Crestwood's predecessor,(v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for 12 months. Mr. Miner will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during the 12 month period after a Change in Control (as defined in the Miner Agreement), except that he waswill receive (i) a partner with Husch Blackwell LLP, a Kansas City-based law firm, after holding various legal positions within Aquila, Inc. (NYSE: ILA), a former Fortune 500 energy company. Mr. Bacon holds a bachelor's degreecash severance payment equal to 1.5x the sum of his base salary at the rate in business administration fromeffect at the Universitytime of Missouritermination and a law degree fromhis target bonus for the Universityyear of Kansas. has servedIn connection with her appointment as our Chief Accounting Officer and Treasurer sincein 2017, we completedentered into an offer letter with Ms. Shanks. We amended the letter in March 2019. The letter as amended provides for an annual base salary of $300,000, along with a short-term incentive target of 40% of base salary and a long-term incentive annual allocation of 50% of base salary. The agreement also includes an annual automobile allowance of $15,000. In July 2020, Ms. Shanks’ annual base salary was increased to $320,100, in connection with the Business CombinationMerger due to additional responsibilities placed upon her role and her increased span of management obligations.November 2017. She servedsome cases, a change in control. These payments and other benefits, and the circumstances under which they would be triggered, as Chief Accountingsummarized below under “Potential Payments Upon Termination or Change in Control.”Executive Level Target Ownership Level
as Multiple of Base SalaryChief Executive Officer 5x Chief Financial Officer, Chief Human Resources Officer and Chief Legal Officer 3x Other Executive Officers 2x WSIIthe fifth anniversary of their appointment as an executive officer and October 31, 2024, which is the fifth anniversary of the date we adopted the guidelines. We expect executive officers who have not achieved their target ownership level by the applicable deadline to retain all of their equity awards, net of an amount of shares sufficient to cover any taxes or exercise price due in connection with such equity awards, until the target ownership level is met. Once an executive officer has met the target ownership level, we will deem the executive officer to have satisfied the target ownership level until such time as the executive officer disposes of any shares, after which we will remeasure compliance. As of the date of this proxy statement, all of our executive officers either had met the target ownership level or had additional time to do so. We have also adopted stock ownership guidelines for our non-employee directors which we discuss above.September 2017 until November 2017, where she was responsibleholding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan except as may be approved by the company's North American accounting, taxBoard.treasury functions. Ms. Shanks joined WSII from Merkle Inc.,equity incentive compensation paid to or earned by our executive officers if there is a global technology-enabled performance marketing agency, where she served in variousmaterial restatement of our financial leadership roles from 2009 - 2017, including serving as Senior Vice President, Accounting & Treasury. She joined Merkle in 2009 following her departure from Laureate Education where she was Director of Accounting and Reporting from 2003 through 2008. Priorresults (other than a restatement due to Laureate Education, Ms. Shanks had financial reporting roles at another public company and started her career with PricewaterhouseCoopers. Ms. Shanks holds a bachelor's degreechanges in accounting from Providence College.172019 proxy statementWe are an "emerging growth company," as defined in Section 101(a)(19)(C)162(m) of the JOBS Act. As an emerging growth company,Internal Revenue Code of 1986 generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to any covered employee. For compensation paid for our 2020 fiscal year, each of our named executive officers was a covered employee for this purpose. Accordingly, the tax deduction we are not required under SEC rulestake for compensation paid to include aour NEOs may be limited by Code Section 162(m). The Compensation Committee nevertheless retains full discretion to award compensation packages that attract, retain and reward successful executive officers even if the deductibility of such compensation is limited. At the time of determining our executive compensation for 2020, we reviewed the tax impact of such compensation on us as well as on our executive officers. In addition, we reviewed the impact of our compensation program against other considerations, such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees.sectionset forth above, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. We have elected to comply with reduced compensation disclosure requirements, as permitted under the JOBS Act.2018, 20172020, 2019 and 2016,2018, compensation awarded or paid to, or earned by, our CEO and two other most highly compensated NEOs at December 31, 2018.Name and Principal Position Year Total ($) Bradley L. Soultz Chief Executive Officer 2020 $ 797,308 $ — $ 3,450,000 $ — $ 1,224,422 $ 661,671 $ 6,133,401 2019 $ 715,385 $ — $ 2,949,995 $ — $ 900,000 $ 56,407 $ 4,621,787 2018 $ 600,000 $ — $ 3,768,002 $ 2,249,338 $ 534,168 $ 95,009 $ 7,246,517 2020 $ 346,278 $ — $ 3,000,000 $ — $ 438,734 $ 6,202 $ 3,791,214 2019 N/A N/A N/A N/A N/A N/A N/A 2018 N/A N/A N/A N/A N/A N/A N/A 2020 $ 485,365 $ — $ 1,715,000 $ — $ 494,817 $ 32,933 $ 2,728,115 2019 $ 413,461 $ — $ 999,998 $ — $ 301,750 $ 32,393 $ 1,747,602 2018 $ 375,000 $ — $ 1,159,386 $ 692,102 $ 250,544 $ 34,374 $ 2,511,406 2020 $ 421,154 $ — $ 722,500 $ — $ 367,326 $ 459,271 $ 1,970,251 2019 $ 207,692 $ — $ — $ — $ 106,599 $ 82,160 $ 396,451 2018 $ — $ — $ — $ — $ — $ — $ — 2020 $ 223,260 $ — $ 212,500 $ — $ 212,152 $ 11,609 $ 659,521 2019 N/A N/A N/A N/A N/A N/A N/A 2018 N/A N/A N/A N/A N/A N/A N/A 2020 $ 310,050 $ — $ 250,000 $ — $ 147,553 $ 26,833 $ 734,436 2019 $ 299,570 $ — $ 150,006 $ — $ 98,254 $ 26,277 $ 574,107 2018 $ — $ — $ — $ — $ — $ — $ — Name and Principal Position(1) Year Salary
($)(2) Bonus
($)(3) Stock
Awards
($)(4) Option
Awards
($)(5) Non-Equity
Plan
Compensation
($)(6) All Other
Compensation
($) Total
($) Bradley L. Soultz 2018 600,000 0 3,768,002 2,249,338 534,168 95,009 (7) 7,246,517 President & Chief Executive Officer 2017 404,367 225,000 0 0 430,597 1,629,632 (8) 2,689,596 2016 367,533 75,000 0 0 36,984 40,999 (9) 520,516 Timothy D. Boswell 2018 375,000 0 1,159,386 692,102 250,544 34,374 (10) 2,511,406 Chief Financial Officer 2017 298,308 225,000 0 0 184,627 449,119 (11) 1,157,054 2016 274,151 50,000 0 0 89,205 36,376 (12) 449,732 Bradley L. Bacon 2018 296,027 0 507,960 303,231 78,236 26,911 (13) 1,212,365 Vice President, General Counsel &
Corporate Secretary 2017 95,625 30,000 0 0 0 94,203 (14) 219,828 Reported amounts include payments made by WSII prior to the consummation of the Business Combination. In 2016, Mr. Bacon was not an employee of our company or WSII. Messrs. Soultz, Boswell and Bacon each became an NEO upon consummation of the Business Combination.(2)NEOs.(3) In 2017, Messrs. Soultz and Boswell received a $225,000 discretionary bonus, and Mr. Bacon received a $30,000 signing bonus upon accepting WSII's offer of employment. In 2016, Mr. Soultz and Mr. Boswell received a retention bonus of $75,000 and $50,000, respectively.(4)columcolumn for 2020 represent the aggregate grant fair value calculated in accordance with FASB ASC 718 with respect to restricted stock unit grants to our NEOsnamed executive officers in March 2018and July 2020 under the Company's 2017our 2020 Incentive Award Plan ("(“LTIP"”). For the assumptions used in determining these values, see Note 17 to our 20182020 audited financial statements contained in our 2020 Annual Report on Form 10-K for the year ended December 31, 2018.
Report.(5)Amounts in this column represent the aggregate grant fair value calculated in accordance with FASB ASC 718 with respect to stock option grants to our NEOs in March 2018 under the LTIP. For the assumptions used in determining these values, see Note 17 to our 2018 audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018.(6)Name Auto Allowance Life and Supplemental Individual Disability Insurance Premiums Housing Allowance Relocation Total Bradley L. Soultz $ 15,000 $ 11,337 $ 6,644 $ — $ 628,690 $ 661,671 Kelly Williams (a) $ 4,200 $ — $ 2,002 $ — $ — $ 6,202 Timothy D. Boswell $ 15,000 $ 12,825 $ 5,108 $ — $ — $ 32,933 Hezron Timothy Lopez $ 15,000 $ 12,825 $ 5,811 $ — $ 425,635 $ 459,271 Christopher Miner (a) $ 7,500 $ 3,760 $ 349 $ — $ — $ 11,609 Sally J. Shanks $ 15,000 $ 11,116 $ 717 $ — $ — $ 26,833 with respectJuly 1, 2020 through December 31, 20202018, WSII's performance-based annual short-term cashour NEOs during 2020. Disclosure on a separate line is provided for each grant made to an NEO during the year. The information supplements the disclosure of stock, option and non-equity incentive plan ("STIP") and (b) with respect to 2017 and 2016, WSII's STIP and WSII's medium-term performance based cashawards in the Summary Compensation Table by providing additional details about these awards. Non-equity incentive plan ("MTIP"). Because recipients must be employees at the timeawards are awards that are not subject to ASC Topic 718 and are intended to serve as an incentive for performance is measured under these cash incentive compensation plans, recipients earn amounts under the plans in the year in which performances are measured and payments are made.In 2018, Mr. Soultz, Mr. Boswell and Mr. Bacon were paid $448,168, $194,644, and $78,236, respectively, under the STIP. The 2018 STIP payments represent amounts earned under performance-based grants awarded in 2017, and Mr. Bacon received a prorated amount based on his partial year of service in 2017. Messrs. Soultz and Boswell were also paid $86,000 and $55,900, respectively, under the MTIP. The 2018 MTIP payments represent amounts earnedto occur over a 3-year performance period under grants awarded in 2015,specified period.Name Grant Date Date of Committee Action Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Grant Date Fair Value of Stock and Option Awards ($) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Bradley L. Soultz 3/5/2020 3/4/2020 $ 531,250 $ 1,062,500 $ 2,125,000 39,333 78,665 117,998 131,108 — $ — $ 2,200,000 7/2/2020 7/1/2020 $ — $ — $ — 28,583 57,165 85,478 95,274 — $ — $ 1,250,000 Kelly Williams 7/2/2020 7/1/2020 $ 175,000 $ 350,000 $ 700,000 — — — 228,659 — $ — $ 3,000,000 Timothy D. Boswell 3/5/2020 3/4/2020 $ 196,875 $ 393,750 $ 787,500 12,783 25,566 38,349 42,610 — $ — $ 715,000 7/2/2020 7/1/2020 $ — $ — $ — 22,866 45,732 68,698 76,220 — $ — $ 1,000,000 Hezron Timothy Lopez 3/5/2020 3/4/2020 $ 159,375 $ 318,750 $ 637,500 9,118 18,236 27,354 30,393 — $ — $ 510,000 7/2/2020 7/1/2020 $ — $ — $ — 4,859 9,718 14,577 16,196 — $ — $ 212,500 Sally J. Shanks 3/5/2020 3/4/2020 $ 64,020 $ 128,040 $ 256,080 2,235 4,470 6,705 8,939 — $ — $ 150,000 7/2/2020 7/1/2020 $ — $ — $ — — — — 7,622 — $ — $ 100,000 Christopher Miner 7/2/2020 7/1/2020 $ 84,375 $ 168,750 $ 337,500 4,859 9,718 14,577 16,196 — $ — $ 212,500 the 2015 grants represent the final grants awarded under the MTIP prior to its cancellation.In 2017, Mr. Soultz was paid $352,597 and $78,000 under the STIP and MTIP, respectively. In 2017, Mr. Boswell was paid $149,527 and $35,100 under the STIP and MTIP, respectively. The 2017 STIP payments represent amounts earned under performance-based grants awarded in 2016, and the 2017 MTIP payments represent amounts earned over a 3-year performance period under grants awarded in 2014.In 2016, Mr. Soultz was paid $36,984 under the STIP. In 2016, Mr. Boswell was paid $59,730 and $29,475 under the STIP and MTIP, respectively. The STIP payments represent amounts earned under performance-based grants awarded in 2015, and the MTIP payment represent an amount earned over a 3-year performance period under a grant awarded in 2013.182019 proxy statement(7)Reported amount includes, among other amounts, an auto allowance ($15,000), employer contributions under our 401(k) plan ($10,885), premiums for life and supplemental individual disability insurance, and a housing allowance ($61,129). Mr. Soultz is a resident of Georgia and, between December 2017 and March 2019,Christopher Miner joined the Company providedon July 1, 2020 in conjunction with the Merger and will be eligible for normal cycle grants beginning in 2021. Consequently, their non-equity targets in 2020 were one half of a monthly housing allwance to help defray part of his living expenses prior to his anticipated relocation. The housing allowance was terminated when Mr. Soultz's compensation was adjusted in March 2019.full fiscal year.(8)Reported amount includes $1,588,470 paid to Mr. Soultz upon completion of the Business Combination under the Williams Scotsman, Inc. Change in Control Plan, which effectively bought out his participation in two long-term incentive compensation plans maintained by WSII's former owner. Reported amount also includes, among other amounts, an auto allowance ($15,000), employer contributions under our 401(k) plan ($11,925), premiums for life and supplemental individual disability insurance, and a housing allowance.(9)Reported amount includes, among other amounts, an auto allowance ($15,000), employer contributions under our 401(k) plan ($11,925), premiums for life and supplemental individual disability insurance, and unused vacation time.(10)Reported amount includes, among other amounts, an auto allowance ($15,000), employer contributions under our 401(k) plan ($12,375), and premiums for life and supplemental individual disability insurance.(11)Reported amount includes, among other amounts, $410,589 paid to Mr. Boswell upon completion of the Business Combination under the Williams Scotsman, Inc. Change in Control Plan, which effectively bought out his participation in two long-term incentive compensation plans maintained by WSII's former owner. Reported amount also includes, among other amounts, an auto allowance ($15,000); employer contributions under our 401(k) plan ($10,145), and premiums for life and supplemental individual disability insurance.(12)Reported amounts include, among other others, an auto allowance ($15,000), employer contributions under our 401(k) plan, premiums for life and supplemental individual disability insurance, and unused vacation time.(13)Reported amount includes, among other amounts, an auto allowance ($15,000), employer contributions under our 401(k) plan, and premiums for life and supplemental individual disability insurance.(14)Reported amount includes, among other amounts, an auto allowance, employer contributions under our 401(k) plan, premiums for life and supplemental individual disability insurance, and relocation benefits (including temporary housing, a cost of living allowance, relocation costs, and other miscellaneous expenses). Mr. Bacon relocated to join our company and received benefits under our executive relocation plans and policies, and the reported amount includes, among other items, $60,183 of taxable relocation benefits and $27,758 of associated tax gross-up.held bythat our CEO and two other most highly compensated NEOsnamed executive officers held as of December 31, 2018.Name Option Awards Stock Awards Options Unexercised and Exercisable Options Unexercised and Unexerciseable Option Exercise Price Option expiration date Number of shares or units of stock that have not vested (#) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Bradley L. Soultz 204,249 (2) 204,249 (2) $23.17 March 20, 2028 $ 7,061,961 287,241 $ 6,655,374 Kelly Williams — — — N/A 228,659 $ 5,298,029 — $ — Timothy D. Boswell 62,845 (2) 62,845 (2) $23.17 March 20, 2028 $ 2,683,549 122,624 $ 2,841,198 Hezron Timothy Lopez — — — N/A 18,836 $ 436,430 27,954 $ 647,694 Christopher Miner — — — N/A 6,479 $ 150,118 9,718 $ 225,166 Sally J. Shanks — — — N/A 25,154 $ 582,818 10,886 $ 252,229 Options were granted to Bradley Soultz and Timothy Boswell on March 20, 2018. �� Option Awards Stock Awards Number of
securities
underlying
unexercised
options
unexercisable
(#) Option
exercise
price
($) Option
expiration
date Number of
shares or
units of
stock that
have not
vested
(#) Market value
of shares
or units
of stock
that have
not vested
($)(1) 408,497 (2) $ 13.60 March 20, 2028 277,059 (3) $2,609,895.78 125,691 (2) $ 13.60 March 20, 2028 85,249 (3) $803,045.58 55,069 (2) $ 13.60 March 20, 2028 37,350 (3) $351,837 Vice President, General Counsel & Corporate Secretary Company'sCompany’s shares of Class A common stockCommon Stock on Nasdaq of $9.42$23.17 on December 31, 2018,2020, the last trading day of the Company'sCompany’s last completed fiscal year.Class A common stock.Common Stock. The stock options vest in four equal installments on each of the first four anniversaries of the grant date.time-based restricted stock units ("RSUs")138,530 Time-Based RSUs awarded on March 20, 2018.2018, 75,706 Time-Based RSUs awarded on March 20, 2019, 52,443 Time-Based RSUs awarded on March 5, 2020, and 38,110 Time-Based RSUs awarded on July 2, 2020, in each case that remained unvested as of December 31, 2020. Each RSU represents a contingent right to receive upon vesting one share of Class A common stockCommon Stock or its cash equivalent, as determined by the Company. The RSU awards vest in four equal installments on each of the first four anniversaries of the grant date.192019 proxy statementOption Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Bradley L. Soultz — $ — 94,500 $ 743,715 Kelly Williams — $ — — $ — Timothy D. Boswell — $ — 29,866 $ 235,045 Hezron Timothy Lopez — $ — — $ — Christopher Miner — $ — — $ — Sally J. Shanks —�� $ — 5,729 $ 45,087 Name Termination by Death ($) Termination by Disability ($) Termination by Company without Cause or by Executive for Good Reason ($) Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) Bradley L. Soultz Severance $ 850,000 (1) $ — $ 1,912,500 $ 2,868,750 Pro Rata Bonus 1,224,422 1,224,422 1,224,422 1,224,422 Vesting of Stock Options 1,954,663 1,954,663 — 1,954,663 13,717,335 13,717,335 2,207,522 13,717,335 Insurance — 22,038 22,038 33,057 Total $ 17,746,420 $ 16,918,458 $ 5,366,482 $ 19,798,227 Name Termination by Death ($) Termination by Disability ($) Termination by Company without Cause or by Executive for Good Reason ($) Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) Kelly Williams Severance $ — $ — $ 2,100,000 $ 2,100,000 Pro Rata Bonus 438,734 438,734 — — Vesting of Stock Options — — — — 5,298,029 5,298,029 5,298,029 5,298,029 Insurance 21,939 21,939 43,878 43,878 Total $ 5,758,702 $ 5,758,702 $ 7,441,907 $ 7,441,907 Timothy D. Boswell Severance $ 525,000 (1) $ — $ 1,181,250 $ 1,443,750 Pro Rata Bonus 494,817 494,817 494,817 494,817 Vesting of Stock Options 601,427 601,427 — 601,427 5,524,747 5,524,747 1,766,017 5,524,747 Insurance — 21,352 32,028 42,704 Total $ 7,145,991 $ 6,642,343 $ 3,474,112 $ 8,107,445 Hezron Timothy Lopez Severance $ 425,000 (1) $ — $ 743,750 $ 1,115,625 Pro Rata Bonus 367,326 367,326 367,326 367,326 Vesting of Stock Options — — — — 1,079,490 1,079,490 375,284 1,079,490 Insurance — 21,950 21,950 32,925 Total $ 1,871,816 $ 1,468,766 $ 1,508,310 $ 2,595,366 Christopher Miner Severance $ 450,000 $ — $ 1,575,000 $ 1,181,250 Pro Rata Bonus 212,152 212,152 212,152 212,152 Vesting of Stock Options — — — — 375,284 375,284 375,284 375,284 Insurance — 32,491 32,491 43,321 Total $ 1,037,436 $ 619,927 $ 2,194,927 $ 1,812,007 Name Termination by Death ($) Termination by Disability ($) Termination by Company without Cause or by Executive for Good Reason ($) Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) Sally J. Shanks $ — $ — $ 240,075 $ 290,075 (4) Pro Rata Bonus — — 147,553 147,533 Vesting of Stock Options — — — — 835,047 835,047 — 835,047 Insurance — — 1,281 1,281 Total $ 835,047 $ 835,047 $ 388,909 $ 1,273,936 Contentsthe Company’s median employee. Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Soultz and the ratio of those two values for the year ended December 31, 2020:On November 16, 2017,shareholdersstockholders approved a new long-term incentive award plan (the "Plan")the LTIP in connection with the Business Combination.Merger. The PlanLTIP is administered by the Compensation Committee. Under the Plan,LTIP, the Compensation Committee may grant an aggregate of 4,000,0006,488,988 shares of Class A common stockCommon Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, restricted stock units, and performance compensation awards and stock bonus awards.As of December 31, 2018, 1,514,043 securities had been granted under the Plan. Plan Category Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Shares of Common Stock Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in Column Equity compensation plans approved by WillScot stockholders 2,043,695 $ 13.83 4,422,773 Equity compensation plans not approved by WillScot stockholders — $ — — Totals 2,043,695 $ 13.83 4,422,773 Plan Category Common Shares
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)Common Shares
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding Shares
Reflected in Column(a))
(c) Equity compensation plans approved by WillScot stockholders(1) 1,514,043 $13.69 2,485,957
Equity compensation plans not approved by WillScot stockholders
—
—
— Totals 1,514,043 $13.69 2,485,957 (1)common shares of Common Stock reported in Column (a) excludesexclude grants that were forfeited on or before December 31, 2018,2020, as forfeited grants are available for reissuance under the Plan. The amounts and values in Columns (a) and (b) comprise 72,053 shares of restricted common stock at a weighted average grant price of $15.57, 852,733 RSUs at a weighted average grant price of $13.60, and 589,257 stock options at a weighted average exercise price of $13.60.LTIP. For additional information on the awards outstanding under the Plan,plan, see Note 17 of our 20182020 audited financial statements in our Form 10-K2020 Annual Report.Proposal Snapshot What Am I Voting On? The Board seeks your approval to amend the Company’s A&R Charter to declassify the Board C year ended December 31, 2018.Declassification of Our Board of DirectorsEmployment Agreementsemployment arrangements we have with our CEOBoard of Directors took into consideration arguments in favor of and two other most highly compensated NEOs are summarized below.Bradley L. Soultz, President and Chief Executive OfficerOn November 29, 2017, we entered into an employment agreement with Mr. Soultz. The agreement provides for an initial employment term of 36 months, with automatic successive one year extensions after the endagainst continuation of the initial term, unless either party provides a non-renewal notice toclassified board structure and determined that it is in the other party at least 120 days before the expirationbest interests of the initial term orCompany and its stockholders to declassify the renewal term, as applicable. Mr. Soultz's agreement provides for an annual base salaryBoard of $600,000, along withDirectors. The Board of Directors considered the advantages of maintaining the classified board structure in light of our current circumstances, including that a short-term incentive target of $798,000 (133% of annual salary)classified board structure enhances the continuity and a long-term incentive annual allocation of $1,000,000 (125% of annual short-term incentive target) comprised of 50% time-vested options and 50% restricted stock vesting ratably over four years. The agreement also includes a 12 month non-competition and non-solicitation provision.In March 2019, we adjusted Mr. Soultz's compensation to include a base salary of $750,000, a short-term incentive target of $900,000 (120% of annual salary), and a long-term incentive annual allocation of $1,950,000.If Mr. Soultz's employment is terminated other than for cause, he will be entitled to 12 months base salary plus a pro-rata bonus for the year of termination, based on actual performance plus accrued and unpaid benefits and health insurance continuation for the severance period. In the event of a change of control, if Mr. Soultz is terminated other than for cause within 12 months of such change of control, he will be entitled to 150% of his base salary, his target annual incentive award and a pro rata portion of his target bonus as well as a continuation of his health insurance for the severance period and vesting of any unvested equity awards.202019 proxy statementTimothy D. Boswell, Chief Financial OfficerOn November 29, 2017, we entered into an employment agreement with Mr. Boswell. The agreement provides for an initial employment term of 36 months, with automatic successive one year extensions after the endstability of the initial term, unless either party providesBoard of Directors and helps our Company attract and retain committed directors who are able to develop a non-renewal notice todeeper knowledge of our business and the other party at least 120 days before the expiration of the initial term or the renewal term, as applicable. Mr. Boswell's agreement provides for an annual base salary of $375,000, along with a short-term incentive target of $225,000 (60% of annual salary) and a long-term incentive annual allocation of $300,000 (133% of short-term incentive target) comprised of 50% time-vested options and 50% restricted stock vesting ratably over four years. The agreement also includes a 12 month non-competition and non-solicitation provision.In March 2019, we adjusted Mr. Boswell's compensation to include a base salary of $425,000, a short-term incentive target of $301,750 (71% of annual salary), and a long-term incentive annual allocation of $500,000.If Mr. Boswell's employment is terminated other than for cause, he will be entitled to 12 months base salary plus a pro rata bonus for the year of termination based on actual performance plus accrued and unpaid benefits and health insurance continuation for the severance period. In the event of a change of control, if Mr. Boswell is terminated other than for cause within 12 months of such change of control, he will be entitled to his full base salary plus target annual incentive awards, his pro rata target bonus and health insurance continuation for the severance period, along with vesting of any unvested equity awards.Bradley L. Bacon, Vice President, General Counsel and Corporate SecretaryAs of August 28, 2017, we entered into an employment letter with Mr. Bacon. His employment is "at will," and his employment letter does not include a specific term. Mr. Bacon's letter provides for an annual base salary of $292,500, along with a short-term incentive target of $175,500 (60% of annual salary) and a long-term incentive annual allocation of $175,500 (100% of short-term incentive target).If Mr. Bacon's employment is terminated other than for cause, he is entitled to 12 months' base salary plus the value of the accrued short-term incentive plan for the year of termination based on actual performance plus accrued and unpaid benefits and health insurance continuation for the severance period.CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSReview and Approval of Related Person TransactionsOur Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board has adopted a written policy on related person transactions that establishes the policies and procedures for the review and approval or ratification of related person transactions.A "Related Person Transaction" is a transaction, arrangement or relationshipenvironment in which we or anyoperate and focus on long-term strategies. A classified board structure also provides protection against certain abusive takeover tactics and more time to solicit higher bids in a hostile takeover situation because it is more difficult to change a majority of directors on the Board of Directors in a single year. While the Board of Directors continues to believe that these are important considerations, the Board of Directors also considered potential advantages of declassification in light of our subsidiaries was,current circumstances, including the ability of stockholders to evaluate directors annually. A structure which requires annual elections for the entire Board of Directors is or will be a participant,perceived by some institutional stockholders as increasing the amountaccountability of which involved exceeds $120,000,directors to all stockholders. After carefully weighing all of these considerations, the Board of Directors approved and deemed advisable the proposed amendments to the A&R Charter set forth below and recommended that the stockholders adopt such amendments by voting in which any related person had, has or will have a direct or indirect material interest.favor of this proposal. "Related Person" means:•any person who is, or&R Charter that would phase out the classified board structure and provide for the annual election of all directors beginning at any time during the applicable period was, one of our executive officers, directors or director nominees;•any person who is known by us to be the beneficial owner of more than five percent (5%) of our voting stock;•any immediate family member of any2024 Annual Meeting. The general description of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law ofamendments set forth below is a director, officer or a beneficial owner of more than five percent (5%) of our voting stock,summary only and any person (other than a tenant or employee) sharingis qualified in its entirety by, and subject to, the household of such director, officer or beneficial owner of more than five percent (5%) of our voting stock; and•any firm, corporation or other entity in which anyfull text of the foregoing personsproposed amendments, which is attached as Annex A to this proxy statement.partner or principal orfundamental point of negotiation between WillScot Corporation and Mobile Mini with respect to the structure and composition of the Board of Directors following the Merger and to allow all directors appointed in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.The Audit Committee is responsible for reviewing related party transactions.212019 proxy statementRelated Person TransactionsIn the ordinary course of business, we enter into commercial transactions to receive consulting and advisory services, from time to time, from companies for which our directors may serve as non-executive directors. All of those transactions have been approved by the audit committee of our board. We consider these transactions to be arm's length and, except for Mr. Robertson's and Mr. Lindsay's respective pecunicary interests in TDR Capital, we do not believe that the directors had or have any material direct or indirect pecuniary or other interests in such engagements.Below is summary of transactions in which we participated during 2018 in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock or any members of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements described under "Executive Compensation" above.Registration Rights AgreementOn the Combination Date, Sapphire purchased 43,568,901 shares of our Class A shares at a price of $9.60 per share, for a total purchase price of $418.3 million. In connection with the private placement, we entered into a registration rights agreement with Sapphire and certain other parties entered into a registration rights agreement that amended and restated a 2015 registration rights agreement between Double Eagle and certain of its initial investors. UnderMerger to serve at least one full three-year term, the amended and restated registration rights agreement, we provided to Sapphireclassified board will be phased out and the Double Eagle investors customary demand, shelf and piggyback registration rights for unregistered securities held byannual election of all directors will commence with the shareholders.Earnout ArrangementOn the Combination Date, we entered into an earnout agreement (the "Earnout Agreement") with Sapphire and each of DEAL and Harry E. Sloan (together, the "Founders"), under which 12,425,000 Class A shares held by the Founders were placed in escrow and 14,550,000 private warrants owned by the Founders were deemed restricted2024 Annual Meeting under the Earnout Agreement.In January 2018, 3,106,250 escrowed shares were releasedproposed amendments. Accordingly, Class II directors elected at the 2022 Annual Meeting would serve a two-year term and Class III directors elected at the 2023 Annual Meeting would serve a one-year term, with each such term expiring at the 2024 Annual Meeting. Beginning with the 2024 Annual Meeting, all directors elected to the Board of Directors would serve a one-year term and would stand for election at each subsequent Annual Meeting. After the 2024 Annual Meeting, directors appointed to fill any newly created directorships resulting from an increase in the number of Sapphire and the Founders. The release was triggered when the closing price of our Class A shares exceeded $12.50 per share for a period of 20 out of 30 trading days. In August 2018, the remaining escrowed shares were released to Sapphire and the Founders, the Founders transferred 4,850,000 warrants to Sapphire, and the restrictionsdirectors or any vacancies on the Founders' warrants lapsed.Board of Directors would serve until the next Annual Meeting. The releases and warrant transfer were triggered whentable below summarizes the Company completed the ModSpace acquisition, which constituted a "Qualifying Acquisition" under the Earnout Agreement. The Earnout Agreement and escrow agreement were effectively terminated upon the releaseimplementation of the escrowed shares and warrant restrictions.Equity Commitment LetterOn November 6, 2017, we entered into an amended equity commitment letter with TDR Capital II under which TDR Capital II committed to invest up to $500 million in our company to fund a portiondeclassification of the cash consideration payableBoard of Directors pursuant to WSII's prior owners in the Business Combination, certain transaction costs and expenses incurred to facilitate the Business Combination, and certain acquisitions after the Business Combination. $418.3 millionproposed amendments:Annual Meeting Year Length of Term for Directors Elected Year such Term Would Expire 2021 3 years 2024 2022 2 years 2024 2023 1 year 2024 2024 and after 1 year Full Board Elected Annually the commitment was utilized when Sapphire purchased Class A shares on the Combination Date. We did not subsequently elect to utilize any portion of the remaining commitment ($81.7 million), and the commitment expired on November 29, 2018.Shareholders AgreementOn the Combination Date, we entered into a shareholders agreement (the "Shareholders Agreement") with WSII's former ownerscompanies that governs the ownership and operation of WS Holdings. The agreement contains, among other things, (i) preemptive rights that permit Sapphire (to whom WSII's former owners' interest was assigned in 2017) to avoid dilution and maintain its ownership percentage in WS Holdings on a fully diluted basis upon any future issuance of shares of WS Holdings or WillScot; (ii) customary tag along and drag along provisions; (iii) protective provisions222019 proxy statementdesigned to protect Sapphire from changes to WS Holdings' organizational documents that would have a materially disproportionate effect on Sapphire;classified board may be removed only for cause, unless the certificate of incorporation provides otherwise, and (iv) transfer restrictions on our Class B common shares held by Sapphire. The Shareholder Agreement also provides to us a rightdirectors of first refusal to purchase Sapphire's shares of WS Holdings, and provides that acquisitions of businesses similar to WSII's business must be consummated by WS Holdings or one of its wholly-owned subsidiaries.Exchange AgreementOn the Combination Date, we entered into an exchange agreement (the "Exchange Agreement") with WS Holdings and WSII's former owners. Under the agreement, Sapphire (to whom WSII's former owners' interest was assigned in 2017) acquired the right at any time prior to November 29, 2022, to exchange all, but not less than all, of its WS Holdings shares into new shares of our Class A common stock in a private placement. Subject to potential adjustment, Sapphire's common shares of WS Holdings (representing Sapphire's then-current ownership percentage of WS Holdings) are exchangeable into new WillScot Class A shares representing an equal ownership percentage of our Class A common stock. The exchange ratio is subject to adjustment based on, among other things, (i) Sapphire's election to exercise, or to refrain from exercising, its preemptive rights under the Shareholders Agreement and (ii) the dilutive effect of certain issuances of equity securities and derivatives by WS Holdings or WillScotcompanies that do not trigger such preemptive rights. Upon Sapphire's exercisehave a classified board may be removed with or without cause. Therefore, if the proposed amendments to the A&R Charter are approved by our stockholders, upon the effectiveness of its exchange right, wethe amendments, each director may be removed with or without cause from and after the 2024 Annual Meeting.automatically redeem for no consideration allnot take effect unless stockholders approve the proposed declassification amendments to the A&R Charter and until the filing and effectiveness of our Class Ba Certificate of Amendment setting forth the proposed amendments with the Delaware Secretary of State.shares owned by Sapphire.stock is required to adopt the proposed amendments. Accordingly, abstentions and broker non-votes will have the same effect as votes against the proposal. If the stockholders approve the proposed amendments, the amendments to the A&R charter will become effective upon the filing of a Certificate of Amendment to the A&R Charter setting forth the proposed amendments with the Delaware Secretary of State, which the Company expects to file promptly after the Annual Meeting. If the proposed amendments are not approved, the Board of Directors will remain classified.common stockCommon Stock as of April 22, 2019March 15, 2021 by each person who is the beneficial owner of more than 5% of our common shares;Common Stock; each of our executive officers and directors; and all of our executive officers and directors as a group. The beneficial ownership of our common stockCommon Stock is based on 108,693,209 Class A226,646,922 shares and 8,024,419 Class B sharesof our Common Stock issued and outstanding as of April 22, 2019.232019 proxy statementcommon shares of Common Stock beneficially owned by them. To our knowledge, no common shares of Common Stock beneficially owned by any executive officer, director or director nominee have been pledged as security. Class A Common Stock Class B Common Stock Number of
Shares % Number of
Shares %
185,385 * — — 55,534 * — — 19,994 * — — 2,788 * — — 349,018 * — — — — — — 51,578,740 46.4% 8,024,419 100% 94,607 * — — 4,521,539 4.1% — — 678,243 * — — — — — — 57,491,765 52.9% 8,024,419 100% 6,223,014 5.7% — — 51,478,740 46.3% 8,024,419 100% Common Stock Name and Address of Beneficial Owner Number of Shares % 557,470 * 114,000 * 177,651 * 1,688 * 364,615 * 13,164 * Erik Olsson 1,972,499 * 391,142 * Gary Lindsay — — 44,838,058 19.78 % 109,925 * 3,511,843 1.55 % Sara R. Dial 46,178 * Jeffrey S. Goble 59,309 * Kimberly J. McWaters 46,178 * Michael W. Upchurch 15,389 * All executive officers and directors as a group 52,219,109 23.04 % Five Percent Holders 12,933,120 5.71 % 14,416,316 6.36 % 44,738,058 19.74 % (*) Less than one percent *Less than one percent901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231.unvestedTime-Based RSUs granted under the Plan, all of which are subject to forfeiture.83,261 Class A156,598 shares 102,124of Common Stock, 306,373 vested stock options, 306,373102,125 unvested stock options, 94,499 vested Time-Based RSUs, 171,575 unvested Time-Based RSUs and 308,736364,447 unvested Performance-Based RSUs.holds 21,312 Class A53,517 shares 31,422of Common Stock, 94,268 vested stock options, 94,26931,423 unvested stock options, 29,866 vested Time-Based RSUs, 66,074 unvested Time-Based RSUs and 98,154153,506 unvested Performance-Based RSUs.BaconLopez holds 1,688 shares of Common Stock, 24,421 unvested Time-Based RSUs and 54,425 unvested Performance-Based RSUs.6,227 Class A108,709 shares 13,767of Common Stock, 255,906 vested stock options, 41,30215,303 unvested stock options,Time-Based RSUs and 35,49822,953 unvested Performance-Based RSUs.holds 2,788 Class A7,435 shares of Common Stock, 5,729 vested Time-Based RSUs, 13,857 unvested Time-Based RSUs and 18,79121,916 unvested Performance-Based RSUs.Class A share of Common Stock for $13.60 per share, and the stock options vest in four equal installments on each of the first four anniversaries of the grant date (March 20, 2018). Each Performance-Based RSU and Time-Based RSU represents a contingent right to receive upon vesting one share of our Class A common stockCommon Stock or its cash equivalent. Time-basedTime-Based RSUs vest in four equal installments on each of the first four anniversaries of the grant date (March 20, 2018, and March 21, 2019, March 5, 2020 and March 3, 2021, respectively), and performance-basedPerformance-Based RSUs vest on the third anniversary of the grant date (March 21, 2019)2019, March 5, 2020 and March 3, 2021, respectively).14,79323,404 unvested restricted shares of our Class A common stockCommon Stock that are subject to forfeiture, which were granted to Mr. Holthaus in August 2018June 2019 as part of our annual non-executive director compensation program.("(“II"II”), the investment fund which is the ultimate beneficial owner of Sapphire. TDR Capital controls all of TDR Capital II'sII’s voting rights in respect of its investments and no one else has equivalent control over the investments. TDR Capital II'sII’s investors are passive investors (as they are limited partners) and no investor directly or indirectly beneficially owns 20% or more of the shares or voting rights through their investment in the fund. TDR Capital is run by its board and investment committee which consists of the partners of the firm. Mr. Robertson may be deemed to beneficially own the securities held by Sapphire through his ability to either vote or direct the vote of the securities or dispose or direct the disposition of the securities, either through his role at the TDR Capital II, contract, understanding or otherwise. Mr. Robertson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interests in the funds owned or managed by TDR Capital.TheCapital. The reported number also includes 100,000 Class A shares of Common Stock held directly by Mr. Robertson.5,9178,511 unvested restricted shares of our Class A common stockCommon Stock that are subject to forfeiture, which were granted to Mr. Bartlett in August 2018May 2020 as part of our annual non-executive director compensation program.242019 proxy statement5,9178,511 unvested restricted shares of our Class A common stockCommon Stock that are subject to forfeiture, which were granted to Mr. Sagansky in August 2018May 2020 as part of our annual non-executive director compensation program, 2,575,6221,563,332 shares heldheld directly by Mr. Sagansky, and 1,940,000 shares underlying 3,880,000 warrantswarrants held by Mr. Sagansky.Includes 5,917 unvested restricted shares of Class A common stock that are subject to forfeiture, which were granted to Mr. Rosen in August 2018 as part of our annual non-executive director compensation program, 18,690 shares held directly by Mr. Rosen, 500,000 shares underlying 1,000,000 warrants held by Mr. Rosen, 3,636 shares held by Mr. Rosen's wife, 75,000 shares underlying 150,000 warrants held by the Sara L. Rosen Trust, and 75,000 shares underlying 150,000 warrants held by the Samuel N. Rosen 2015 Trust. Mr. Rosen is the sole trustee of the Sara L. Rosen Trust and the Samuel N. Rosen 2015 Trust. Mr. Rosen disclaims beneficial ownership of the securities held by the trusts.(8)January 14, 2019February 2, 2021 on behalf of JPMorgan Chase & Co., JPMorgan Chase & Co.Blackrock, Inc. Blackrock, Inc. has beneficial ownership over the shares reported. BlackRock, Inc. has sole voting power with respect to 12,450,743 shares and sole dispositive power with respect to 12,933,120 shares. The business address of this stockholder is 55 East 52nd Street, New York, NY 10055.stockolderstockholder is 270 Park Avenue, New York, NY 10017.August 27, 2018March 9, 2021 on behalf of Sapphire, TDR Capital II, TDR Capital, Manjit Dale, and Mr. Robertson (the "“TDR Group”), the TDR Group") have has beneficial ownership over the reported shares. TDR Capital II is the sole equity holder of Sapphire, TDR Capital manages TDR Capital II, and Messrs. Dale and Robertson are the founding partners of TDR Capital. The shares reported include (a) 49,041,90642,296,036 shares of Class A common stock,Common Stock, (b) 11,83417,022 unvested restricted shares of Class A common stockCommon Stock that are subject to forfeiture, which were issued to Messrs. Robertson and Lindsay as part of our annual non-executive director compensation program and subsequently transferred to Sapphire, and (c) 2,425,000 shares of Class A common stockCommon Stock issuable upon exercise of the 4,850,000 unexercised warrants held by Sapphire. The reported beneficial ownership does not assume (i) an exchange of 8,024,419 shares of WS Holdings' common stock, par value $0.0001 per share, into any Class A shares pursuant to the Exchange Agreement and (ii) a corresponding reduction of our Class B shares upon an exchange of WS Holdings' common stock into Class A shares. The mailing address of this stockholder is c/o TDR Capital, 20 BentinickBentinck Street, London, UK W1U 2EU.20202022 ANNUAL MEETING director nomination or proposal for action or director nomination to be presented by any stockholder at the 2020 annual meeting2022 Annual Meeting of stockholders will be acted on only:ismust be received at the office of the Corporate Secretary on or before January 1, 202024, 2021
••ismust be received at the office of the Corporate Secretary no earlier than February 19, 2020,11, 2022, and no later than March 20, 202013, 2022•19, 2020,11, 2022, and no later than March 20, 2020bylaws.Bylaws. You may request a copy of the bylawsBylaws by writing to WillScot CorporationMobile Mini Holdings Corp. c/o Corporate Secretary at 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231.400, Phoenix, Arizona 85008. Please also fax a copy of your request to us at (410) 933-5940.(602)244-9809.252019 proxy statementBENEFICAL OWNERSHIP REPORTING COMPLIANCE2018,2020, each of our executive officers and directors complied with all such filing requirements, except that (i) Messrs.Messrs Soultz, Boswell, and BaconLopez and Ms. Shanks each late filed a late Form 4 in March 2018 due to technical issues and (ii) Mr. Rosen filed2020 reporting a Form 5 in February 2019 reporting, among other things, a transaction in which his wife tendered warrants for exchange into our common shares in December 2018 (a Form 4 reportable event).common stockCommon Stock as of April 22, 2019,12, 2021 a copy of our 2020 Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC, including the financial statements and schedules. Report. Written requests should be directed to WillScot CorporationMobile Mini Holdings Corp. c/o Corporate Secretary at 901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231.company.Company. The proxy materials include the notice of annual meeting, this proxy statement for the annual meeting and our annual report. If you received a paper copy of these materials by mail or email, the proxy materials also include a proxy card or voting instruction card for the annual meeting.companyCompany hold the annual meeting?helda completely virtual meeting of stockholders, which will be conducted via live webcast on Tuesday,Friday, June 18, 2019,11, 2021, at 99:00 a.m. EasternPacific Daylight Time.our executive office located at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.the record date (April 22, 2019),March 19, 2021, there were 108,693,209226,646,922 shares of our Class A common stock and 8,024,419 shares of our Class B common stock outstanding (collectively, "common stock").Common Stock outstanding. You may vote all of the shares of our common stockCommon Stock that you own at the close of business on the record date. You may cast one vote for each share that you own. Holders of Class A shares and Class B shares vote together as a single class on all matters submitted to a vote of our stockholders. We do not have cumulative voting rights for the election of directors. in order to transact business. A quorum will be present if a majority of our shares of common stockCommon Stock entitled to vote are represented at the annual meeting, either in personby virtual attendance or by proxy. If a quorum is not present, no business may be conducted at the annual meeting, in which case the annual meeting may be adjourned, without a vote of stockholders by the chairman of the annual meeting, until such time as a quorum is present."broker non-vote"“broker non-vote” results when a trust, broker, bank, or other nominee or fiduciary that holds shares for another person has not received voting instructions from the owner of the shares and,262019 proxy statementasfour Class I directors to the two nominees named inBoard of Directors to serve until the proxy statement2024 annual meeting of stockholders or until their successors are elected and qualifiedAs there are twoEach of the nominees for the twofour seats up for election each nominee will be elected as a director if he or she receives the affirmative vote a pluralitymajority of the totalvotes cast. A "majority of the votes cast" means that the number of shares voted "FOR" a director's election exceeds 50% of the number of votes cast "FOR" with respect to histhat director's election. Votes cast shall include votes "FOR" and "AGAINST" that director's election, as a director at the annual meeting. Anyin each case and exclude abstentions orand broker non-votes are not counted as votes cast either "FOR" or "WITHHELD" with respect to athat director's election and will have no effect on the election of directors.election.2019202120192021 requires a majority of the votes cast on the proposal at the annual meeting to be voted "FOR"“FOR” this proposal. Abstentions will not count as votes cast either "FOR"“FOR” or "AGAINST"“AGAINST” Proposal No. 2 and will have no effect on the results of the vote on this proposal.ratificationcompensation of EY's appointment.the named executive officers.The approval of amendments to the A&R Charter to implement a declassified Board requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Common Stock entitled to vote on the matter. Abstentions and Broker non-votes will have the same effect as a vote “AGAINST” Proposal No. 4. You on each proposal for each share of common stock that youCommon Stock owned as of the record date, April 22, 2019.•company.Company. Simply follow the voting instructions in the notice to ensure that your vote is counted. To vote in person at the annual meeting, you must obtain a validlegal proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. See "How do I attend“When and where will the Company hold the annual meeting in person?" belowmeeting?” above for more information on how to attend the annual meeting.272019 proxy statement"record"“record” stockholder and you do not vote your shares by completing, signing, dating and returning a proxy card or voting online or by telephone, your shares will not be voted unless you attend the annual meeting via webcast and vote in person.vote. In addition, if you sign, date and return a proxy card, but do not complete voting instructions for a proposal, your shares will be voted with respect to such proposal by the named proxies in accordance with the Board'sBoard’s recommendations and in the discretion of the proxy holder on any other matter that may properly come before the annual meeting."beneficial owner"“beneficial owner” of shares held in "street name"“street name” and the proxy materials were forwarded to you by that organization. In order toTo vote your shares, you must follow the voting instructions provided to you by that organization. Brokerage firms, banks and other agents are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct the record holder how to vote and you are also invited to attend the annual meeting.meeting via webcast. We encourage you to provide instructions to your brokerage firm, bank or other agent on how to vote your shares. Because a beneficial owner is not the record stockholder, you may not vote the shares in person at the annual meeting via webcast unless you obtain a legal proxy from the record holder giving you the right to vote the shares at the meeting.NasdaqNew York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain routine matters. Proposal No. 2, to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2018,2021, is considered a routine matter for which brokers, banks and other agents may vote in the absence of specific instructions."broker“broker non-votes."901 S. Bond4646 E. Van Buren Street, Suite 600, Baltimore, Maryland 21231,400, Phoenix, Arizona 85008, in writing that you wish to revoke your proxy; (ii) submitting a proxy dated later than your original proxy; or (iii) attending the annual meeting via webcast and voting by ballot. Attending the annual meeting via webcast will not by itself revoke a proxy; you must submit a ballot and vote your shares at the annual meeting.voting in person.282019 proxy statementcurrent reportCurrent Report on Form 8-K that we expect to file within four business days after the annual meeting.person?Attendanceits entirety as follows:limitedduly elected and qualified or until his or her death, resignation, or removal. If the number of directors is hereafter changed, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.closedate first indicated above.business on the record date or their authorized representatives. Seating will be limited. Instructions for admissionDirectors approved an amendment to the annual meeting are set forth below.•StockholdersBylawsoftheCompany(the“Bylaws”)that,effectiveimmediatelyfollowingtheeffectivenessofthefilingofthecertificateofamendment totheAmendedandRestatedCertificateofIncorporationoftheCompanywiththeDelawareSecretaryofState,Section2.11(b)oftheBylawsbe deleted and amended and restated in its entirety asfollows:Record. Please mark the box on the proxy card you return to the company indicating that you plan to attend the annual meeting. You will be asked at the annual meeting to present a valid government issued photo identification, such as a driver's license or passport.•Beneficial Owners. You must obtain a legally valid proxy from the registered owner and present it to the inspector of elections with your ballot in order to vote your shares at the annual meeting. A legal proxy is an authorization from your broker, bank or other agent to vote the shares held in the registered owner's name that satisfies Delaware state law and applicable SEC requirements. You will also need to present a valid government issued photo identification, such as a driver's license or passport, and your brokerage statement reflecting your ownership of shares prior to the close of business on the record date.•Authorized Representatives. If you are a stockholder as of the record date and intend to appoint an authorized named representative to attend the annual meeting on your behalf, you must send a written request for an admission ticket by regular mail to our Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.Requests for authorized named representatives to attend the annual meeting must be received by no later than Tuesday, June 4, 2019. Please include the following information when submitting your request: (i) your name and complete mailing address; (ii) proof that you own shares of common stock of the company prior to the close of business on the record date (such as a brokerage statement showing your name and address or a letter from the brokerage firm, bank or other agent holding your shares); (iii) a signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the individual's name, mailing address, telephone number and email address, and a description of the extent of his or her authority; and (iv) a legal proxy if you intend such representative to vote your shares at the meeting.Cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, and electronic devices will not be allowed in the meeting room. Please allow ample time for check-in, and please note that large bags will not be allowed due to security reasons.Stockholders who do not present the required information may not be admitted to the annual meeting. We reserve the right to deny entry to the annual meeting if any of these conditions are not satisfied.292019 proxy statementYOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. WillScot Corporation Annual Meeting of Stockholders June 18, 2019, at 9:00 A.M. 901 S. Bond Street, Suite 600 Baltimore, Maryland 21231 This Revocable Proxy is Solicited on behalf of The Board Of Directors MAIL — Mark, sign and date your proxy card and return it in the postage-paid envelope provided. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. Please mark your votes like this FOR AGAINST ABSTAIN 1. Election of Directors 2. Ratification of Ernest & Young LLP as our independent registered public FOR all Nominees listed to the left WITHHOLD AUTHORITY (1) Gerard E. Holthaus (2) Rebecca L.Owen to vote (except as marked toaccounting firm for 2019. the contrary for all nominees listed to the left) YES NO Please indicate if you plan to attend this meeting. (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) CONTROL NUMBER Signature Signature, if held jointly Date , 2019. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. XFOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALFTABLE OF THE BOARDCONTENTS