Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | WillScot Mobile Mini Holdings Corp. |
Entity Central Index Key | 0001647088 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Fiscal Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (1)(2) Average Summary Compensation Table Total for non-PEO NEOs (1) Average Compensation Actually Paid to non-PEO NEOs (1)(2) Value of Initial Fixed $100 Investment Based on: Net Income ($ millions) Adjusted EBITDA (4) ($ millions) Total Shareholder Return Peer Group Total Shareholder Return (3) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 $8,391,649 $4,663,073 $2,472,306 $1,619,850 $240.67 $188.04 $476 $1,061 2022 $8,594,799 $20,813,067 $2,444,495 $4,501,198 $244.29 $151.37 $340 $970 2021 $17,660,600 $47,137,307 $4,713,101 $8,546,475 $220.88 $161.27 $160 $740 2020 $6,276,605 $9,893,532 $2,009,027 $3,024,177 $125.31 $114.85 $74 $534 | |||
Company Selected Measure Name | Adjusted EBITDA | |||
Named Executive Officers, Footnote | Our principal executive officer (PEO) for 2020-2023 is Mr. Soultz. The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: Mr. Boswell (2020-2023), Mr. Lopez (2020-2023), Ms. Shanks (2020-2023), Mr. Parkes (2022-2023), Ms. Gorcyca (2023), Mr. Christopher J. Miner (2020-2022), and Mr. Kelly Williams (2020-2021). | |||
Peer Group Issuers, Footnote | The Peer Group for which Total Shareholder Return is provided in column (g) for each listed fiscal year consists of the constituent companies in the S&P MidCap 400 Index listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis for fiscal year 2023. In 2023, Waste Connections, Inc. was added to the peer group and Duke Realty Corporation was removed as further described in the “Use of Market Data” section of our Compensation Discussion and Analysis section above. The table below compares the indexed TSR of the current and prior Peer Group. Year Peer Group used in prior year Peer Group used in current year 2023 $182 $188 2022 $142 $151 2021 $166 $161 2020 $115 $115 | |||
PEO Total Compensation Amount | $ 8,391,649 | $ 8,594,799 | $ 17,660,600 | $ 6,276,605 |
PEO Actually Paid Compensation Amount | $ 4,663,073 | 20,813,067 | 47,137,307 | 9,893,532 |
Adjustment To PEO Compensation, Footnote | The following amounts were deducted from or added to total compensation in the Summary Compensation Table (SCT) in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. PEO SCT Total to CAP Reconciliation Fiscal Year 2020 2021 2022 2023 SCT Total $6,276,605 $17,660,600 $8,594,799 $8,391,649 - Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year $0 $0 $0 $0 + Service Cost of Pension in Fiscal Year $0 $0 $0 $0 + Prior Service Cost of Pension in Fiscal Year $0 $0 $0 $0 - Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($3,593,204) ($14,635,168) ($5,103,737) ($5,665,871) + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year $6,223,671 $30,020,871 $8,174,053 $4,131,113 ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years $2,694,702 $13,368,813 $10,303,770 ($3,668,762) + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $0 $0 $0 $0 ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($1,708,241) $722,191 ($1,155,818) $1,474,944 - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year $0 $0 $0 $0 + Dividends Accrued During Fiscal Year $0 $0 $0 $0 Compensation Actually Paid $9,893,532 $47,137,307 $20,813,067 $4,663,073 | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,472,306 | 2,444,495 | 4,713,101 | 2,009,027 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,619,850 | 4,501,198 | 8,546,475 | 3,024,177 |
Adjustment to Non-PEO NEO Compensation Footnote | The following amounts were deducted from or added to total compensation in the Summary Compensation Table (SCT) in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. Non-PEO NEO Average SCT Total to Average CAP Reconciliation Fiscal Year 2020 2021 2022 2023 Average SCT Total $2,009,027 $4,713,101 $2,444,495 $2,472,306 - Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year $0 $0 $0 $0 + Service Cost of Pension in Fiscal Year $0 $0 $0 $0 + Prior Service Cost of Pension in Fiscal Year $0 $0 $0 $0 - Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($1,212,320) ($3,314,083) ($1,356,246) ($1,491,647) + Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year $2,148,971 $5,205,205 $1,831,987 $1,066,149 ± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years $197,467 $1,491,613 $1,623,529 ($633,986) + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $0 $147,770 $208,160 $0 ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($118,969) $302,869 ($250,726) $207,028 - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year $0 $0 $0 $0 + Dividends Accrued During Fiscal Year $0 $0 $0 $0 Average Compensation Actually Paid $3,024,177 $8,546,475 $4,501,198 $1,619,850 (i) Certain of Mr. Williams’ equity awards were modified in February 2021 as part of his Separation and Release Agreement, consistent with his employment agreement. The rules prescribed by the SEC did not specify how compensation actually paid should reflect the incremental fair value expense recorded in connection with the modification and reported in the “Stock Awards” column. As compensation actually paid is meant to track the value of an equity award over the course of its vesting period, we are not adding any additional fair value when calculating the “Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year” as we believe this methodology best reflects the value of the award to Mr. Williams. | |||
Compensation Actually Paid vs. Total Shareholder Return | The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period 2020-2023. | |||
Compensation Actually Paid vs. Net Income | The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Adjusted EBITDA during the period 2020-2023. | |||
Compensation Actually Paid vs. Company Selected Measure | The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Adjusted EBITDA during the period 2020-2023. | |||
Tabular List, Table | Most Important Financial Measures • Adjusted EBITDA • Stock Price • Relative TSR | |||
Total Shareholder Return Amount | $ 240.67 | 244.29 | 220.88 | 125.31 |
Peer Group Total Shareholder Return Amount | 188.04 | 151.37 | 161.27 | 114.85 |
Net Income (Loss) | $ 476,000,000 | $ 340,000,000 | $ 160,000,000 | $ 74,000,000 |
Company Selected Measure Amount | 1,061,000,000 | 970,000,000 | 740,000,000 | 534,000,000 |
PEO Name | Mr. Soultz | |||
Peer Group Total Shareholder Return Amount, Prior | $ 182 | $ 142 | $ 166 | $ 115 |
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Non-GAAP Measure Description | Adjusted EBITDA is a non-GAAP financial measure and represents Adjusted EBITDA from continuing and discontinued operations at budgeted foreign exchange rates. For a discussion of our use of non-GAAP financial measures, please see the “Reconciliation of Non-GAAP Financial Measures” section in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Stock Price | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Relative TSR | |||
PEO | Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | 0 | 0 | 0 |
PEO | Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Prior Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 5,665,871 | 5,103,737 | 14,635,168 | 3,593,204 |
PEO | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,131,113 | 8,174,053 | 30,020,871 | 6,223,671 |
PEO | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,668,762 | 10,303,770 | 13,368,813 | 2,694,702 |
PEO | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,474,944 | 1,155,818 | 722,191 | 1,708,241 |
PEO | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Dividends Accrued During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Prior Service Cost of Pension in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,491,647 | 1,356,246 | 3,314,083 | 1,212,320 |
Non-PEO NEO | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,066,149 | 1,831,987 | 5,205,205 | 2,148,971 |
Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 633,986 | 1,623,529 | 1,491,613 | 197,467 |
Non-PEO NEO | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 208,160 | 147,770 | 0 |
Non-PEO NEO | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 207,028 | 250,726 | 302,869 | 118,969 |
Non-PEO NEO | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Dividends Accrued During Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 | $ 0 |