SEC Filing | Investor Relations | WillScot Mobile Mini Holdings Corp.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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

Check the appropriate box:
Preliminary Proxy Statement
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Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

WillScot Mobile Mini Holdings Corp.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-wsmm-corpxlogoxcolor1.jpg
4646 E Van Buren St., Suite 400
Phoenix, Arizona 85008
(480) 894-6311
www.willscotmobilemini.com
Dear Fellow Stockholders:
You are cordially invited to attend the 2021 Annual Meeting of Stockholders of WillScot Mobile Mini Holdings Corp., virtually via webcast, on June 11, 2021, at 9:00 a.m., Pacific Daylight Time. 2020 was a transformational and exciting year for WillScot Mobile Mini. It is my privilege as Chairman of the Board to share a few highlights with you.
Executed Transformational Merger. WillScot and Mobile Mini merged on July 1, 2020, a combination of equals that leverages the complementary strengths of these outstanding businesses. The Board is pleased with the steps management has taken to solidify the Company’s long-term structure, align incentives, advance integration, and create value. The Company is well positioned to execute the next phase of its growth.
Outperformed In Unprecedented Operating Environment. The Company was resilient as COVID-19 spread across the world, reacting quickly to reduce capital expenditures and variable costs. As part of the Board’s risk oversight function, management communicated with the Board frequently and efficiently during the crisis. The Company’s strong financial results demonstrate the effectiveness of these efforts.
Updated Corporate Governance. The Board took further steps to improve the Company’s corporate governance. Notable updates include conversion of all prior outstanding common stock classes to a single class of Common Stock, a recommendation to declassify the Board structure by 2024 subject to a vote by shareholders, and we have commenced strategic planning in pursuit of environmental, social, and governance best practices across the organization. The Board continually reviews and updates its policies in order to pursue high standards of corporate governance.
The matters to be acted upon, as well as instructions on how to vote your shares, are described in detail in the accompanying notice of annual meeting and proxy statement. Only stockholders of record at close of business on April 12, 2021 are entitled to notice of and to vote at the annual meeting.
Your vote is important. If you hold your shares through a brokerage firm or bank, your brokerage firm or bank cannot vote your shares on the election of directors without specific instructions from you on how to vote. In order for your vote to be counted, please ensure to submit your vote to your brokerage firm or bank.
We appreciate the confidence you have placed in us through your investment in our company.
Sincerely,
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-image1.jpg
Erik Olsson
Non-Executive Chairman of the Board
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NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS AND ITEMS OF BUSINESS
Please follow the instructions set forth in the section of the proxy statement titled “Information about the Annual Meeting and Voting.” This meeting will be held virtually and not in person.
WhenWhereRecord DateWho Can Vote
June 11, 2021, at 9 a.m. Pacific Daylight Time
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
Holders of WillScot Mobile Mini’s Common Stock at the close of business on April 12, 2021
VOTING
Your vote is very important. Whether or not you plan to attend the meeting via webcast, we hope you will vote as soon as possible. You can vote at the annual meeting by attending the live webcast 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.
By TelephoneBy InternetBy Mail
(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 11717

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VOTING RECOMMENDATIONS
ProposalDescriptionBoard Voting Recommendation
PROPOSAL 1Elect four Class I directors to the Board of Directors to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified.
FOR
the listed nominees
PROPOSAL 2Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021FOR
PROPOSAL 3Approve by advisory vote, the compensation of our named executive officers.FOR
PROPOSAL 4
Approve amendments to the Amended and Restated Certificate of Incorporation (“A&R Charter”) of the Company to declassify the Board of Directors.
FOR

Transact any other business that may properly come before the meeting.


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.

By Order of the Board of Directors

Christopher J. Miner
Executive Vice President and Chief Legal Officer


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WILLSCOT MOBILE MINI HOLDINGS CORP.
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on June 11, 2021

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We are sending you these proxy materials in connection with WillScot Mobile Mini’s solicitation of proxies, on behalf of its Board of Directors, for the 2021 annual meeting of stockholders. Physical distribution of these materials is expected to begin on or prior to May 24, 2021, as requested.
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 AA-1
ANNEX BB-1
PROXY VOTING CARDC-1

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RECENT COMPANY AND LEADERSHIP DEVELOPMENTS
On July 1, 2020 (the “Merger Date”), WillScot Corporation (“WillScot Corporation” or “WillScot”), through a subsidiary, completed a merger (the “Merger”) with Mobile Mini, Inc. (“Mobile Mini”), pursuant to an Agreement and Plan of Merger dated as of March 1, 2020, as amended on May 28, 2020 (the “Merger Agreement”). Immediately following the Merger, the combined company changed its name to WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” or the “Company”) and filed an amended and restated certificate of incorporation, which reclassified all outstanding shares of WillScot Class A common stock and converted such shares into shares of common stock, par value $0.0001 per share (the “Common Stock”), of WillScot Mobile Mini. WillScot Mobile Mini is the holding company for the Williams Scotsman and Mobile Mini operating companies. A more detailed description of the Merger can be found in the Current Reports on Form 8-K that we filed with the SEC on July 1, 2020.
In connection with the Merger and as contemplated by the Merger Agreement, on March 1, 2020, each of the members of WillScot Corporation’s Board of Directors delivered executed letters of resignation to take effect on the Merger Date. In connection with the Merger and effective as of the Merger Date, the Board of WillScot Mobile Mini was comprised of 11 directors: (i) six directors designated by WillScot Corporation and (ii) five directors designated by Mobile Mini. The appointees from the WillScot Corporation were Gerard E. Holthaus, who serves as Lead Independent Director to the Board, Mark S. Bartlett, Jeff Sagansky, Bradley L. Soultz, Gary Lindsay and Stephen Robertson. The appointees from Mobile Mini were Erik Olsson, who serves as Chairman of the Board, Sara R. Dial, Jeffrey S. Goble, Kimberly J. McWaters, and Michael W. Upchurch.
On the Merger Date, TDR Capital LLP and certain of its affiliates (the “TDR Parties”) entered into a shareholders agreement with WillScot Mobile Mini (the “Shareholders Agreement”) that provides for, among other things, (a) certain TDR Parties' right to nominate (i) two directors to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of the Company’s Common Stock and (ii) one director to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of the Company’s Common Stock, (b) certain standstill obligations of the TDR Parties with respect to the Company’s Common Stock, and (c) certain restrictions on the TDR Parties' ability to transfer shares of the Company’s Common Stock. Two of the WillScot Corporation Appointees, Gary Lindsay and Stephen Robertson, were chosen by the TDR Parties as members of the Company’s Board.
In connection with the Merger and effective on the Merger Date, Bradley L. Soultz, the Chief Executive Officer of WillScot Corporation, became the Chief Executive Officer of the Company, Kelly Williams, the President and Chief Executive Officer of Mobile Mini, became the President and Chief Operating Officer of the Company, Timothy Boswell, the Chief Financial Officer of WillScot Corporation, became the Chief Financial Officer of the Company, Christopher Miner, the General Counsel of Mobile Mini, became the Executive Vice President and Chief Legal Officer of the Company, and Hezron Lopez, the Vice President, General Counsel and Secretary of WillScot Corporation, became the Chief Human Resources Officer of the Company.
As of the Merger Date, the Company's headquarters was relocated to Phoenix, Arizona.
On February 25, 2021, the Company announced that Kelly Williams, its President and Chief Operating Officer, will leave the Company on July 31, 2021. For additional information, please see “Executive Compensation—Employment Agreements.”
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NOTABLE CORPORATE GOVERNANCE UPDATES AND CHANGES
In connection with the Merger and with the affirmative vote of our stockholders, as of the Merger Date, we adopted the Company’s Amended and Restated Charter (“A&R Charter”) and the Company’s Amended and Restated Bylaws, (as subsequently amended on February 24, 2021, the “A&R Bylaws”) to define our governance practices. We also took other governance-related actions. Of note, we implemented the following as of the Merger Date or subsequent thereto:
Conversion and reclassification of all WillScot Class A Common Stock to Common Stock;
Conversion and elimination of WillScot Class B Common Stock;
Supermajority approval of the Board for certain corporate actions;
Related Party Transactions Committee and Charter;
Revised, more robust Securities Trading Policy;
The creation of the Lead Independent Director;
Clearer and more comprehensive provisions regarding stockholder recommendations for directors, director nominations, and business to be brought before annual meetings;
Clearer and more comprehensive provisions regarding the selection (as applicable) and responsibilities of the Chairman of the Board;
Anti-hedging and anti-pledging policy applicable to all employees;
A compensation clawback policy;
Comprehensive stock ownership guidelines for directors and senior management;
Various changes to reflect best practices in light of current environmental, social, and governance (“ESG”) considerations and standards, across all pertinent corporate governance documents and policies;
Board approved oversight of ESG as a primary responsibility of the Nominating and Corporate Governance Committee;
Oversight of human capital planning as a primary responsibility of the Compensation Committee;
More inclusive and robust provisions regarding the consideration of diversity in identifying nominees to serve on the Board; and
12-month minimum vesting for equity awards, including grants in connection with Board member compensation.
We have also included a proposal in this Proxy Statement to declassify the Board by 2024.
On February 24, 2021, the Board of Directors unanimously approved an amendment and restatement of the Company’s bylaws to remove the requirement that the Company “shall” have a President and Chief Operating Officer, providing instead that the Company “may” appoint either of these roles.
On February 25, 2021, the Company announced that Kelly Williams, its President and Chief Operating Officer, will leave the Company on July 31, 2021. The Company and Mr. Williams entered into a transition, separation and release agreement on February 25, 2021 relating to his transition and ultimate departure from the Company. Mr. Williams will support the Company in all matters relating to the orderly transition of his duties and responsibilities. Furthermore, in conjunction with the separation agreement, the Company received an extension of Mr. Williams’ non-compete obligation from 2 years to 3 years; an extension of Mr. Williams’ non-solicitation obligation from 2 years to 5 years; and a clawback right in the event Mr. Williams breaches the aforementioned obligations. For additional information, please see “Executive Compensation—Employment Agreements.”

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CORPORATE AND COMPENSATION GOVERNANCE HIGHLIGHTS
We believe our executive compensation program promotes good governance and operates in the best interests of our stockholders. We are committed to the highest standards of ethics, business integrity and corporate governance. Our governance practices are designed to establish and preserve management accountability, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use and accountability of resources, and enhance stockholder value. A summary of our compensation and governance practices appears below:
We doWe 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 mattersXOffer 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 mattersXAllow 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 voteXAllow 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 advisorsXPay dividends on unearned performance-based awards
ü
Have an equity plan dilution within market practices
ü
Split the roles of Chairman and Chief Executive OfficerXPay 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-evaluationsXGrant 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 GuidelinesXReprice 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
XConduct 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 managementXProvide 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 frameworkXProvide 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 CommitteeXHave 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

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STOCKHOLDER ENGAGEMENT
We regularly engage with our stockholders through open dialogue and direct individual communication on topics related to our business, financial performance, corporate governance and compensation, and our Lead Independent Director and Chairman of the Board have historically personally reached out to stockholders as part of our outreach program. We believe that stockholder feedback is vital, and we highly value the information we glean from these engagements. As stewards of good corporate governance, our Compensation Committee evaluates the design of our executive compensation program based on market conditions, metrics that drive the performance the Company desires, stockholder views, input from a third-party compensation consultant and other governance considerations.
HUMAN CAPITAL MANAGEMENT
As of December 31, 2020, we employed approximately 4,300 people worldwide, the majority of which are full time. Of these employees, approximately 3,800 are employed in North America (including Canada and Mexico) and approximately 370 are employed in the UK, and approximately 100 are employed in Mexico. We have collective bargaining agreements in portions of our Mexico-based operations representing approximately 2% of our worldwide employees. Approximately 86% of employees work in our 275 branch locations and additional drop lots, while 14% serve in various corporate functions. We have not experienced a strike or significant work stoppage, and we consider our relations with the labor unions and employees to be good.
In the Merger, we combined workforces of approximately 2,411 and 1,958 employees and added to our footprint in the United Kingdom and increased our footprint in North America.
The Chief Human Resources Officer along with other members of our executive leadership team, and with guidance from the Company’s Board, develop 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 (“I&D”) initiatives.
We believe that our 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.
Company Values
Dedicated to Health & Safety: We are subject to certain environmental, health and safety and other laws and regulations in countries, states or provinces, and localities in which we operate. The Company’s health and safety programs are designed around global standards with appropriate variations addressing the multiple jurisdictions and regulations, specific hazards and unique working environments of the Company’s operations. We take responsibility for our own well-being and for those around us. Health and safety are first, last and everything in-between.
Committed to Inclusion & Diversity: We are stronger together when we celebrate our differences and strive for inclusiveness. We believe that a 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.
Driven to Excellence: We measure success through our results and achievement of our goals. We continuously improve ourselves and our products and services in pursuit of maximizing stockholder value.
Trustworthy & Reliable: We hold ourselves accountable to do the right thing especially when nobody’s looking.
Devoted to Our Customers: We anticipate the growing needs of our customers and strive to exceed their expectations and make it easy to do business with us.
Community Focused: We actively engage in the communities we serve and deliver sustainable solutions.
Inclusion and Diversity (I&D)
We encourage and empower the diverse voices and contributions of our stakeholders to drive increased market share and global value. In 2020, we established a role in our Human Resources Department to lead our I&D efforts globally. Our developing Inclusiveness Resource Teams are established to support our employees and provide opportunities for exposure, development and contribution to the organization. We expect to achieve the Company’s aspirations by (i) having regular board oversight of the Company’s I&D efforts, and (ii) improving I&D initiatives throughout the complete lifecycle of employee engagement (from recruitment, through development and advancement).
COVID-19 Safety Protocols
Our business, along with the rest of the world, faced unprecedented challenges in 2020 due to the impact of COVID-19. We remained dedicated to protecting the health and safety of our employees and customers and adjusted our business to meet various country, state and local requirements. We are considered an “essential business” and our employees are considered “essential workers”. We have continued to service our customers throughout the pandemic, while implementing health and safety protocols to protect our visitors, employees, and customers.
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We follow US Centers for Disease Control and Prevention and/or applicable country, state and local guidelines at the locations where we operate. To comply with public health guidance and reduce the risk of COVID-19 transmission, visitors, customers, and employees are required, prior to commencing work at our facilities and offices each day, 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.
Health and Wellness
The health and wellness of WillScot Mobile Mini employees is an extremely important facet of our workplace environment. We offer several health and wellness incentives to our employees. Our employee assistance program provides a variety of services to employees in need and was especially important during 2020 as COVID-19 impacted our workforce in different ways. We responded to the pandemic by continuing to prioritize employee health and safety as we conducted our business.
OUR APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We are committed to upholding the highest standards when it comes to our environmental and social responsibilities, as well as the safety of our employees and our business partners. The principal 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:
Focus Areas
Environmental:
Reduce greenhouse gas emissions as part of our operations
Reduce waste delivered to landfills
Improve energy efficiency of our products over time
Social
Improve inclusion & diversity across the organization
Focus on community partnering across all of our locations
Remain diligent in placing safety first & always
Improve health & wellness opportunities for all our employees
Improve customer engagement & relations
Governance
Continue to align our corporate governance structure with our ESG strategy
Improve the diversity of our Board and management





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CORPORATE GOVERNANCE
Members of our Board of Directors
Committee Membership
Name and Principal OccupationAgePositionTerm ExpiresAuditComp.Nom. / Gov.Rel Party Trans
Mark S. Bartlett(2)
70Director (Class III)2023xxx
Certified public accountant
Sara R. Dial(1)(2)
57Director (Class I)2021xx
President and CEO, Sara Dial & Associates
Jeffrey S. Goble(2)
60Director (Class II)2022xxx
CEO and Founder, Providien, LLC
Gerard E. Holthaus(1)(2)
71Lead Independent Director (Class I)2021xxx
Lead independent director
Gary Lindsay(1)
41Non-Independent Director (Class I)2021
Partner, TDR Capital LLP
Kimberly J. McWaters(1)(2)
56Director (Class I)2021xx
President and CEO, Fresh Start Women’s Foundation
Erik Olsson58Non-Independent Chairman of the Board (Class III)2023
Chairman of the Board
Stephen Robertson61Non-Independent Director (Class II)2022
Co-Founder TDR Capital LLP
Jeff Sagansky(2)
69Director (Class II)2022xxx
Chairman and CEO, Diamond Platinum Eagle Acquisition Corp.
Bradley L. Soultz51Non-Independent Director (Class III)2023
President and CEO of Company
Michael W. Upchurch(2)
60Director (Class III)2023xx
Executive Vice President and Chief Financial Officer for Kansas City Southern
(1) Director standing for re-election at the Annual Meeting
(2) Independent Director
(x) Chairperson of the committee

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Information about our Board and Committees
MembersIndependent MembersMeetings During Fiscal Year 2020
Full Board11713
Audit Committee4410
Compensation Committee445
Nominating and Corporate Governance Committee444
Related Party Transaction Committee662

EXECUTIVE COMPENSATION OVERVIEW
Our executive compensation program aims to attract and retain experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational and strategic objectives that produce and promote stockholder value. This executive compensation overview and the accompanying compensation discussion and analysis (“CD&A”) are designed to provide an overview of our compensation actions and policies for our senior level executives. Our named executive officers are identified on page 32 of this proxy statement.
Principal Elements of Pay
Our compensation program strongly emphasizes a culture of pay for performance to provide incentives and accountability for our executive officers in working toward the achievement of our objectives. The table below outlines each of the principal elements of our executive compensation program:
Pay ElementWho ReceivesWhen GrantedForm of DeliveryType of PerformancePerformance PeriodHow Payout Determined2020 Performance Measures
Base Salary
All named executive officers
Bi-weeklyCashShort-term emphasis (fixed)Bi-weeklyPre-established at each payroll dateIndividual
Short-Term Cash Incentive (“STIP”)
All named executive officers
AnnuallyCashShort-term emphasis (variable)1 yearPre-established formula
Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization (“Adjusted EBITDA”), Lease Revenue Delivered, Value-Added Products and Services (“VAPS”)(1) Revenue Delivered and for our CEO and CFO, related individual goals
Performance-Based RSUs(2)
All named executive officers
AnnuallyEquityLong-term emphasis (variable)3 years
(cliff vesting)
Pre-established formula
Relative TSR vs. S&P MidCap 400 Index(3)
Time-Based RSUs
All named executive officers
AnnuallyEquityLong-term emphasis (variable)4 years
(ratable annual vesting)
Stock price at each vesting dateStock price
(1) Lease Revenue Delivered and VAPS were not included in 2020 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).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
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(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the relative total stockholder return ("TSR") of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
Pay Decisions
The elements of our total direct compensation, which consist of base salary, short-term cash incentive compensation and long-term equity incentive compensation, for our named executive officers and a summary of the actions that our Compensation Committee took during 2020 are set forth below.
In connection with the Merger, we entered into new employment agreements with our executives providing new base compensation and retention and incentive arrangements post-Merger. We entered into employment agreements with Bradley L. Soultz, the Chief Executive Officer of WillScot Corporation, who became the Chief Executive Officer of the Company, Kelly Williams, the President and Chief Executive Officer of Mobile Mini, who became the President and Chief Operating Officer of the Company, Timothy Boswell, the Chief Financial Officer of WillScot Corporation, who became the Chief Financial Officer of the Company, Hezron Lopez, the Vice President, General Counsel and Secretary of 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 Compensation Committee followed steps similar to those that it followed for WillScot Corporation executives prior to the Merger.
The elements of our total direct compensation, which consist of base salary, short-term cash incentive compensation and long-term equity incentive compensation, for our NEOs and a summary of the actions our Compensation Committee took during 2020 are set forth below.
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Compensation ComponentLink to Business and Talent Strategies2020 Compensation Actions
Base Salary
(Page 38)
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.
Short-Term Cash Incentive (“STIP”) Compensation (1)
(Page 38)
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.
Long-Term Equity Incentive Compensation(2)(3)
(Page 40)
2020 annual equity-based awards consist of Performance-Based RSUs and Time-Based RSUs.
Performance-Based RSUs are measured based on 3-year TSR, measured against constituent companies in the S&P MidCap 400 Index.
Time-Based RSUs provide focus on stock price growth and serve our talent retention objectives
Special awards for retention purposes
The equity award mix, based on the grant date fair value, consists of 60% Performance-Based RSUs and 40% Time-Based RSUs for the CEO and CFO and is equally weighted between Performance-Based RSUs and Time-Based RSUs for the other named executive officers.
Performance-Based RSUs are subject to a 3-year performance period (2020 - 2022).
Time-Based RSUs vest over four years, in equal annual installments.
(1) Lease Revenue Delivered and VAPS were not included in 2020 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).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the relative total stockholder return ("TSR") of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
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Pay Mix
Because we believe we should base the compensation of our most senior executives on our overall performance, a significant amount of our executives’ pay is incentive-based and therefore at risk. In 2020, as shown in the following chart, performance-linked components (STIP and long-term incentive compensation) were 81% of the CEO's target total direct compensation opportunity, which we define as base salary, target STIP and target value of long-term incentive compensation, and 66% of the average target total direct compensation opportunity for the other named executive officers.
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-chart-fb8bcd394b1745fbbb71.jpg
For specific details about our executive compensation program, please refer to the CD&A.

PROPOSAL 1 – ELECTION OF DIRECTORS
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
Voting Recommendation: FOR the election of each of the Board’s director nominees named in the Proxy Statement.
Board Structure
Our Board consists of eleven members and is divided into three classes: Class I, Class II, and Class III. Pursuant to the terms of the Merger, each Class I director, Class II director and Class III director has been elected to an initial term to expire at the first, second, and third annual meeting of stockholders following the Merger Date, respectively. Upon the expiration of the initial terms for each class of directors, the directors of each class will be elected for a term of three years. The division of our Board into staggered classes may delay or prevent a change of control of our management or our Company.
The Board currently consists of eleven directors as follows:
Class I (Term expiring in 2021): Ms. Dial, Mr. Holthaus, Mr. Lindsay and Ms. McWaters;
Class II (Term expiring in 2022): Mr. Goble, Mr. Robertson and Mr. Sagansky; and
Class III (Term expiring in 2023): Mr. Bartlett, Mr. Olsson, Mr. Soultz, and Mr. Upchurch.
Our current Class I directors, Ms. Dial, Mr. Holthaus, Mr. Lindsay and Ms. McWaters, have been re-nominated by our Board to serve as Class I directors and have each agreed to stand for reelection. Each director elected at the Annual Meeting will serve for a term ending on the date of the third annual meeting of stockholders following his or her election and until his or her successor is elected and has been qualified, or until his or her earlier death, resignation, or removal. As noted above, at the Merger Date, the TDR Parties entered into the Shareholders Agreement with WillScot Mobile Mini that provides for, among
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other things, certain TDR Parties' right to nominate (i) two directors to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 15% of the issued and outstanding shares of the Company’s Common Stock and (ii) one director to WillScot Mobile Mini’s Board for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the issued and outstanding shares of the Company’s Common Stock. Gary Lindsay is one of the nominees of the TDR Parties.
As noted in Proposal No. 4 below, we are seeking stockholder approval to amend our A&R Charter in order to de-classify our Board. If our stockholders approve Proposal No. 4, the classified board structure would phase out over the next three years such that all directors would be up for election on an annual basis beginning at the 2024 Annual Meeting.
Director Nominations
Process for Nominating Directors
The Nominating and Corporate Governance Committee (the “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, character, ability to exercise sound judgment, diversity, age, demonstrated leadership, qualifications, skills, including financial literacy, experience in the context of the needs of the Board, 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. The Board actively seeks and includes women and minority candidates in the pool of nominees when selecting new director candidates.
The Governance Committee 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.
Stockholder Nominations
Stockholders may nominate a director candidate for potential election to the Board by following the 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 2022 Annual Meeting” section on page 58.
Relevant Director Skills
The Board believes that our directors and director nominees, as a whole, have the necessary experience and expertise, and each director 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.
&LeadershipExecutive experience managing business operations and strategic planning allows Board members to effectively oversee our Company’s complex operations.
8FinanceKnowledge 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.
%IndustryExperience 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.
6StrategyKnowledge 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.
OIndependenceIndependence under both the SEC regulations and Nasdaq listing standards is a vital component of our governance practices.
:Public CompanyKnowledge 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.
Director Nominee Biographies & Qualifications
The Board has nominated the four individuals below to stand for election for a three-year term expiring at the annual meeting of stockholders in 2024. 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 nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.
The Board of Directors Unanimously Recommends That You Vote FOR the Following Four Nominees of the Board of Directors.

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Sara R. Dial
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-saradial21.jpg
Independent
Key Skills and Qualifications:
Director Since: 2020
Director Class: I
Term Expires: 2021 Age: 57
&Leadership6StrategyOIndependence
:Public Company
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 YearsCommittees of the WillScot Mobile Mini Board of Directors
• Grand Canyon Education, Inc (Lead Director)• Compensation Committee - Chair
• Governance Committee

Gerard E. Holthaus
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-holthaus1.jpg
Independent
Key Skills and Qualifications:
Director Since: 2017
Director Class: I
Term Expires: 2021 Age: 71
&Leadership8Finance%Industry
6StrategyOIndependence: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 YearsCommittees 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 - Chair


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Gary Lindsay
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-lindsay1.jpg
Non-Independent
Key Skills and Qualifications:
Director Since: 2017
Director Class: I
Term Expires: 2021
Age: 41
&Leadership8Finance%Industry
6Strategy
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
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-mcwaters1.jpg
Independent
Key Skills and Qualifications:
Director Since: 2020 Director Class: I
Term Expires: 2021 Age: 56
6Strategy%IndustryOIndependence
: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 YearsCommittees of the WillScot Mobile Mini Board of Directors
• Penske Automotive Group, Inc.
• Universal Technical Institute, Inc.
• Audit Committee
• Related Party Transactions Committee





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Continuing Director Biographies & Qualifications
The individuals below are members of our Board whose terms of office expire at the annual meeting of stockholders in 2022 or 2023. Accordingly, these directors are not standing for re-election at our 2021 annual meeting.
Jeffrey S. Goble
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-goble1.jpg
Independent
Key Skills and Qualifications:
Director Since: 2020 Director Class: II
Term Expires: 2022 Age: 60
&LeadershipOIndependence6Strategy
: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 YearsCommittees of the WillScot Mobile Mini Board of Directors
• Compensation Committee
• Governance Committee
• Related Party Transactions Committee - Chair


Stephen Robertson
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-robertson1.jpg
Non-Independent
Key Skills and Qualifications:
Director Since: 2017
Director Class: II
Term Expires: 2022
Age: 60
&Leadership8Finance%Industry
6Strategy
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.

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Jeff Sagansky
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-sagansky1.jpg
Independent
Key Skills and Qualifications:
Director Since: 2017
Director Class: II
Term Expires: 2022
Age: 69
&Leadership8Finance:Public Company
6StrategyOIndependence
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 YearsCommittees 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 Committee

Mark S. Bartlett
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-bartlett1.jpg
Independent
Key Skills and Qualifications:
Director Since: 2017 Director Class: III
Term Expires: 2023 Age: 70
&Leadership8Finance%Industry
6StrategyOIndependence: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 YearsCommittees 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 Committee


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Erik Olsson
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-olsson21.jpg
Non-Independent
Key Skills and Qualifications:
Director Since: 2020 Director Class: III
Term Expires: 2023 Age: 58
&Leadership8Finance%Industry
6Strategy: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 Corporation

Bradley L. Soultz
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-soultz1.jpg
Non-Independent
Key Skills and Qualifications:
Director Since: 2017 Director Class: III
Term Expires: 2023 Age: 51
&Leadership8Finance%Industry
6Strategy
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.


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Michael W. Upchurch
https://cdn.kscope.io/3663970e78e4799735c8750c64f7c162-upchurch1.jpg
Independent
Key Skills and Qualifications:
Director Since: 2019 Director Class: III
Term Expires: 2023 Age: 60
&Leadership8Finance
6StrategyOIndependence
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 YearsCommittees of the WillScot Mobile Mini Board of Directors
• Audit Committee
• Related Party Transactions Committee
Majority Voting for Director Elections
Our A&R Bylaws have a majority vote standard for the election of directors. In an uncontested election, the number of votes cast favoring each director nominee’s election must exceed the number of votes cast against that nominee’s election for stockholders to elect the nominee.
If an incumbent director is not elected, the director nonetheless would remain in office until his or her successor is elected. As a result, our A&R Bylaws require such incumbent director to tender his or her resignation to the Chairman of the Board within five days following certification of the stockholder vote. Promptly after the Chairman of the Board receives such resignation, the Governance Committee will consider the resignation and recommend to the Board whether the Board should accept the tendered resignation or reject it based on all relevant factors. The Board must act on that recommendation no later than 90 days after the meeting at which the election took place. The Board’s decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation, will be disclosed in a Current Report on Form 8-K filed with the SEC. Any shares not voted, whether due to abstentions or broker non-votes, will not have an impact on the election of directors.
Director Meeting Attendance
Board and Committee Meetings
Directors are expected to participate in all meetings of the Board and each committee on which he or she serves. In 2020, the Board held 13 meetings, the Audit Committee held 10 meetings, the Compensation Committee held 5 meetings, the Nominating and Corporate Governance Committee held 4 meetings and the Related Party Transactions Committee held 2 meetings. Each director attended 100% of the meetings held by the Board and each standing committee and other committee on which he or she served in 2020, or during the period each director served on such committee following the Merger, as applicable.
Other Meetings
Our independent directors meet in closed (executive) sessions, without the presence of management. Furthermore, our independent directors met in closed (executive) sessions without the presence of Management and Messrs. Robertson or Lindsay. Our Lead Independent Director 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 who was a director of WillScot at the time of our 2020 annual stockholders meeting attended the meeting.

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Committees of the Board of Directors
Committee Membership
Each standing committee of the Board is currently composed of independent directors. In addition, each committee operates under a written charter. The committee 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, or changes to such rules and best practices. The applicable committee recommends changes to its own charter and submits such recommended changes to the Governance Committee, which recommends action by the Board. All charter amendments are submitted to the Board for approval.
A copy of each committee charter is available on our corporate website at http://www.willscotmobilemini.com/corporate-governance/committee-composition.
Audit Committee

Compensation Committee

Governance CommitteeRelated Party Transactions Committee
Mark Bartlett *, **
Sara R. Dial *
Gerard E. Holthaus *, **
Jeffrey S. Goble *
Gerard E. Holthaus **
Mark Bartlett **
Sara R. Dial
Mark Bartlett **
Kimberly J. McWatersJeffrey S. GobleJeffrey S. Goble
Gerard E. Holthaus **
Michael W. Upchurch **
Jeff SaganskyJeff SaganskyKimberly J. McWaters
Jeff Sagansky
Michael W. Upchurch **
* Denotes Committee Chair ** Denotes Financial Expert
Audit Committee
The Board has determined that each Audit Committee member is independent and otherwise qualifies as an Audit Committee member pursuant to applicable rules of the SEC and the NASDAQ Capital Market (“Nasdaq”). The Board has determined that Mark S. Bartlett, Gerard E. Holthaus and Michael W. Upchurch each qualifies as an “audit committee financial expert” within the meaning stipulated by the SEC, based upon the education and experience described in their biography.
The Audit Committee’s primary responsibilities are to monitor: (i) the integrity of our financial statements and accounting and financial reporting processes; (ii) our compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications, performance, and independence; (iv) the performance of our internal audit and disclosure controls functions; and (v) our risk management framework, including cybersecurity.
In discharging these responsibilities, the Audit Committee, among other things: (i) selects, oversees, and retains our independent auditor; (ii) reviews and discusses the scope of the annual audit and written communications by our independent auditor 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 auditor 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, 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;(xiii) administers the policy with respect to the hiring of former employees of our independent 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 Committee report required to be included in our annual proxy statement. 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.
Compensation Committee
The Board has determined that all current Compensation Committee members are non-employee directors and qualify as independent directors. In considering whether a member of the Board is qualified to serve on the Committee, the Board considers all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company to such director; and (ii) whether such director is affiliated with the Company, a
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subsidiary of the Company, or an affiliate of a subsidiary of the Company (affiliate status is defined generally as having control of, or being controlled by, another person).
The Compensation Committee and the Board solicit recommendations from our CEO and other officers regarding compensation matters, including the compensation of executive officers and key employees other than our CEO. They assist the Compensation Committee by providing information such as financial results, short-term and long-term business and financial plans, and strategic objectives, as well as their views on elements of our compensation program and compensation levels. Our CEO attended all of the Compensation Committee meetings held in 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. The primary responsibilities of the Compensation Committee include: (i) reviewing director compensation and recommending changes to the Board for approval; (ii) approving our CEO’s compensation; (iii) reviewing the compensation of other 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, 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 agreements, severance arrangements, change in control agreements and severance protection plans, and other contracts, arrangements, or provisions affecting executive officers; (vii) reviewing the compensation disclosures in the annual proxy statement and Annual 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; (xi) submitting all equity-based compensation plans, executive officer compensation plans, and material revisions to such plans to a vote of the Board, and to a vote of stockholders if 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.
Compensation Consultant
Under its charter, the Compensation Committee is authorized to select, retain, and direct the activities, and terminate the services, of compensation advisors, as well as approve fees and expenses of such advisors. The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. The Compensation Committee periodically evaluates FW Cook’s independence from management, taking into consideration all relevant factors, including the independence factors specified in SEC regulations and Nasdaq listing rules.
In 2020, FW Cook advised the Compensation Committee on certain executive and director compensation matters. Neither FW Cook nor our Company provided any services to the other during 2020, other than the advisory services provided by FW Cook to the Compensation Committee. 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.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee serves as, or has in the prior three years served as, one of our officers or employees at any 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.
Nominating and Corporate Governance Committee
The Board has determined that all Nominating and Corporate Governance Committee members are non-employee directors and qualify as independent directors.
The primary responsibilities of the Nominating and Corporate Governance Committee include: (i) identifying and qualifying the annual slate of directors for nomination by the Board; (ii) assessing the independence of our directors; (iii) identifying and qualifying the candidates for Chairman of the Board and for membership and chairmanship of the committees 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 committee 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 committee 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; (xi) performing an annual self-evaluation; and (xii) overseeing the Company’s public policy and ESG strategy and initiatives.
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Related Party Transactions Committee
In connection with the Merger, we have established a Related Party Transactions Committee (the “RPT Committee”) and have adopted a Related Party Transactions charter. The Board has determined that all the RPT Committee members are non-employee directors and qualify as independent directors. The primary responsibilities of the RPT Committee include: (i) approval and ratification of related party transactions that must be disclosed in our proxy statement under SEC rules; (ii) approval and ratification of transactions that could potentially cause a non-employee director to cease to qualify as an independent director under the Nasdaq requirements and (iii) establishing standing pre-approvals for certain related party transactions. In determining whether to approve or ratify a related party transaction, the RPT Committee will take into account, among other factors it deems appropriate, the material terms of the transaction, the nature of the related party's interest in the transaction, the significance of the transaction to the related party, the nature of the related party's relationship with the Company, the significance of the transaction to the Company, and whether the transaction would be likely to impair the judgment of a director or executive officer of the Company.
Risk Management
Throughout the year, the Board, through and in cooperation with its relevant committees and management, also receives reports and acts upon various enterprise risk management issues and dedicates a portion of the Board’s meetings to reviewing and discussing specific risk topics in greater detail, including risks related to cybersecurity.
Director Compensation
Following the Merger, the Company’s independent compensation consultants recommended a re-evaluation and updating of the compensation package of the Board of Directors, for competitive alignment to the marketplace. As a result of this study new retainer and equity grants levels were instituted. Cash adjustments were provided to certain directors to equalize them to the new cash retainer levels for the remainder of 2020 and to transition them to the new fee structure.
In 2020, the annual compensation package for non-employee directors consisted of the following, 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
Post 7/1/2020(c)
Retainers


Non-Executive Chair Cash(a)

$275,000$135,000 
Non-Executive Chair Restricted Stock (one year vesting)(a)
$275,000
$185,000 
Lead Independent Director Cash(a)
Not Applicable$105,000 
Lead Independent Director Stock (one year vesting)(a)
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 
CashCash
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
Meeting fees(b)

$1,000 (b)— 
(a) Prior to July 1, 2020, we provided to the Chair customary administrative support and a cell phone, and reimbursed him for certain club membership dues of a de minimis value. This was continued for the Lead Independent Director in 2020, post 7/1/2020.
(b) Prior to July 1, 2020, with respect to each standing committee of the Board that holds more than six meetings in a calendar year, an annual cash amount was paid to each committee member who participated in more than six meetings. The annual cash amount was 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. This provision was eliminated effective July 1, 2020.
(c) Prior to July 1, 2020, the Company paid its directors their cash component following its annual stockholders meeting; and, Mobile Mini paid its directors quarterly. In order to equalize Board retainer and Committee Chair fees for the remainder of 2020 and transition to the new Company fee structure and payment timing for the continuing Mobile Mini directors, the following payments were made in 2020: Mark S. Bartlett $6,534, Gerard Holthaus $8,712, Jeff Sagansky $3,049, Sara Dial $90,169, Jeffrey S. Goble $77,101, Kimberly J. McWaters $74,052, Erik Olsson $117,612, Michael W. Upchurch $74,052.

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2020 Non-Employee Director Compensation Table
The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2020. Mr. Soultz is a member of the Board but does not receive any additional compensation for services provided as a director.
Director Name

Fees Earned or Paid in Cash ($)(a)
Stock
Awards ($)(b)
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 
Gary Lindsay(c)

$75,000 $100,000 $175,000 
Kimberly J. McWaters$74,052 $— $74,052 
Erik Olsson$117,612 $— $117,612 
Rebecca L. Owen(d)
$80,000 $100,000 $180,000 
Stephen Robertson(c)
$75,000 $100,000 $175,000 
Jeff Sagansky$88,049 $100,000 $188,049 
Michael W. Upchurch$74,052 $— $74,052 
(a) The amounts in this column represent annual cash retainers and fees paid during 2020.
(b) The amounts reflected in this column represent the aggregate grant date fair value of the restricted stock awards computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The grant date fair value of the stock awards under ASC 718 is calculated based on the number of shares of our Common Stock underlying the award, multiplied by the closing price of a share of our Common Stock on the date of grant. The Mobile Mini continuing directors did not receive stock awards from the Company because such continuing directors received their stock compensation from Mobile Mini prior to the closing of the Merger.
(c) Fees and awards earned by Messrs. Lindsay and Robertson, in their capacity as directors, were transferred to the TDR Capital affiliate that nominated them to the Board.
(d) Rebecca Owen left the Board on July 1, 2020.
The aggregate number of shares of restricted stock that were outstanding and unvested as of December 31, 2020 held by each non-employee director was as follows:
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
Gary Lindsay(a)

8,511
Kimberly J. McWaters
Erik Olsson

Stephen Robertson(a)

8,511
Jeff Sagansky

8,511
Michael W. Upchurch
(a) Fees and awards earned by Messrs. Lindsay and Robertson, in their capacity as directors, were transferred to the TDR Capital affiliate that nominated them to the Board.
Non-Employee Director Stock Ownership Guidelines
We maintain stock ownership guidelines for our non-employee directors with a target ownership level of five times the cash portion of the standard annual retainer, excluding chair and meeting fees. Non-employee directors are expected to meet their target ownership level by the later of the fifth anniversary of their appointment and November 14, 2024, which is the fifth anniversary of the date the guidelines were adopted. Non-employee directors who have not achieved their target ownership level by the applicable deadline will be expected to retain all of their equity retainers, net of an amount of shares sufficient to cover any taxes due on such retainers, until the target ownership level is met. Once a non-employee director has met the target ownership level, the director will be deemed thereafter to have satisfied the target ownership level until such time as the
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director disposes of any shares, after which compliance will be remeasured. The guidelines also provide guidance for calculating ownership levels. As of the date of this proxy statement, all of our non-employee directors either had met the target ownership level or have the opportunity to meet the target ownership level within the prescribed period. We have also adopted stock ownership guidelines for our executive officers as described below.
Board Election & Leadership Structure
In an uncontested election, directors are elected by a majority of the votes cast. If an incumbent director does not receive a greater number of votes “for” his or her election than votes “against” such director’s election, then such director must tender his or her resignation to the Chairman of the Board and the Board will consider such resignation following receipt of the recommendation of the Governance Committee.
The Board’s policy is that the Chairman of the Board is a non-employee director. The Governance Committee and the Board believe that this leadership structure is the most appropriate one for the Company 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’s independent oversight of management. Presently, the Chairman of the Board is not independent. Therefore, the Company has a Lead Independent Director.
The Board’s Role in Risk Oversight
The Board oversees the risk management of our 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, including cybersecurity and privacy concerns.
The Board’s other committees also assist the oversight function of the Board by addressing risks related to the relevant committee’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.
Each committee interfaces with the Board with respect to any risks it identifies, within its set of designated responsibilities, as appropriate, including at meetings of the Board. The Board considers each committee’s assessments, as applicable, and incorporates the insight provided by the assessments of the Committees into its overall risk management analysis.
Duties & Responsibilities of Chairman
Presides at and leads all meetings of the Board, including separate sessions with only non-executive directors
Encourages and facilitates active participation of all directors
Serves as a liaison between the non-executive directors and our CEO
Serves in a strategic and leadership capacity in company mergers and acquisitions
Leads the Board’s shareholder outreach and engagement strategy
Approves Board meeting materials for distribution
Approves Board meeting schedules and agendas
Has the authority to call meetings of the directors
Leads the Board’s annual evaluation of our CEO
Monitors and coordinates with management on corporate governance issues and developments
Duties & Responsibilities of Lead Independent Director
In addition to presiding at executive sessions of independent directors, the Lead Independent Director has the responsibility to:(1) coordinate with the Chairman of the Board and Chief Executive Officer in establishing the agenda and topic items for Board meetings; (2) retain independent advisors on behalf of the Board as the Board may determine is necessary or appropriate; and (3) perform such other functions as the independent directors may designate from time to time. In the absence of the Chairman of the Board, our Lead Independent Director takes on the responsibilities and duties of the Chairman of the Board.
Prohibition Against Hedging and Pledging
We maintain a policy under which our directors and our executive officers and other employees are prohibited from engaging in hedging or monetization transactions. The policy prohibits the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds to accomplish hedging or monetization transactions, and it applies to equity securities granted as compensation as well as to equity securities otherwise held our non-employee directors and employees. In addition, our directors and executive officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for loans except as may be approved by the Board.
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Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines that reflect its commitment to oversee the effectiveness of policy and decision-making at the Board and management level, with a view to enhancing shareholder value over the long-term. Our Corporate Governance Guidelines are available online at http://www.willscotmobilemini.com/corporate-governance/governance-overview.
Codes of Business Conduct & Ethics
Our Board has adopted a Code of Business Conduct and Ethics (“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 http://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.
Board Evaluation Process
Each year, the Board conducts 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 the results and feedback from the self-evaluation process and makes recommendations for improvements, as appropriate.
Director Independence
Nasdaq listing rules require a majority of our Board to be independent. An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
Our Board annually makes an affirmative determination regarding the independence of each director based upon the recommendation of the Governance Committee and pursuant to the standards in our Corporate Governance Guidelines. Applying these standards, the Board has affirmatively determined that Messrs. Bartlett, Goble, Holthaus, Sagansky, and Upchurch, and Mmes. Dial and McWaters are “independent directors”. The Board has determined that Mr. Soultz is not an “independent director” due to his role as CEO of the Company, Mr. Olsson is not an “independent director” due to his role as President of Mobile Mini until October 2019, and Messrs. Robertson and Lindsay, who are partners of TDR Capital, are not “independent directors” due to, among other things, TDR Capital’s ownership position of our Company.
In making this determination, the Board considered the following factors, among others: the ownership positions and contractual arrangements of our Board members and their affiliates with our 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 Company and other companies upon which our directors also serve as 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.
Communication with the Board
Stockholders, employees and other interested parties may communicate with any of our directors, our Board as a group, our independent directors as a group or any Board committee as a group by sending such communications to the Corporate Secretary to be forwarded to the Chair of the Board. The Corporate Secretary may respond directly or redirect any such communication to another department of the Company 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.

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PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Proposal Snapshot
What Am I Voting On?
The Board seeks an indication from stockholders of their approval or disapproval of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
C
Voting Recommendation:
FOR the ratification of our independent registered public accounting firm.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. Ernst & Young LLP (“EY”) has been our independent registered public accounting firm since 2017. The Audit Committee believes that the retention of EY to serve as the Company’s independent registered public accounting firm for 2021 is in the best interests of the Company and its stockholders. If the appointment of EY is not ratified by our stockholders, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm.
EY representatives will be present at the annual meeting and will have the opportunity to make a statement and respond to questions.
Audit Fees & Approval Process
The Audit Committee pre-approves all audit and non-audit services to be performed by the independent registered 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.
Pre-approval fee levels or budgeted amounts for all services to be provided by EY are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee. The Audit Committee may delegate either type of approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has delegated to its Chair the authority to pre-approve any permissible non-audit services with a fee of $50,000 or less.
In 2020, all of the services were approved by our Audit Committee or, if applicable, the Committee Chair.
Independent Registered Public Accounting Firm Fee Information
Fees for professional services provided by our independent registered public accounting firm, EY, included the following:


20202019
Audit(a)

$3,466,086 $4,053,459 
Audit-Related

$40,080 $— 
Tax Compliance(b)

$45,000 $— 
Tax Planning(c)

$257,145 $— 
All Other

$— $— 
(a) Audit fees include, without limitation, fees billed for professional services rendered for the audit of annual financial statements, including certain required statutory audits; the review of interim financial statements; and, comfort letters and consents.
(b) Tax compliance fees include, without limitation, fees billed for tax services rendered for the review of tax returns.
(c) Tax planning fees include, without limitation, fees billed for tax services rendered for routine tax advisory services.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 2.

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AUDIT COMMITTEE REPORT
The Audit Committee is composed of four directors, all of whom meet the independence standards of the Nasdaq, SEC and our Corporate Governance Guidelines, and operates under a written charter adopted by the Board of Directors.
Management is responsible for the Company’s internal controls and the financial reporting process. EY, acting as our independent registered public accounting firm, is responsible for performing an independent audit of the Company’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. The Audit Committee has discussed with the Company’s independent registered 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 registered public accounting firm other matters required by PCAOB auditing standards.
The independent registered public accounting firm provided to the Audit Committee the written communications required by applicable standards of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed the independent registered public accounting firm’s independence with management and the independent registered public accounting firm. The Audit Committee also considered whether the provision of other non-audit services by the Company’s independent registered public accounting firm to the Company is compatible with maintaining independence.
The Audit Committee concluded that the independent registered public accounting firm’s independence had not been impaired.
Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s 2020 Annual Report (as defined herein).
By the members of the Audit Committee as of February 23, 2020 consisting of:

Audit Committee
Mark S. Bartlett (Chairman)
Gerard E. Holthaus
Kimberly J. McWaters
Michael W. Upchurch
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company 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.

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PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION (SAY-ON-PAY)
Proposal 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
Voting Recommendation: FOR the approval, on an advisory basis, of the compensation of our named executive officers.
As required under Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement.
Prior to submitting your vote, we encourage you to read our CD&A and the accompanying executive compensation tables and narrative disclosures, which describe in detail our executive compensation program and decisions made by our Compensation Committee for 2020. We believe that our long-term success depends on our ability to attract, motivate, focus and retain highly talented individuals who are committed to our vision, strategy, and corporate culture. To that end, we designed our executive compensation program to link our executives’ pay to their individual performance, to our Company’s annual and long-term performance, and to successful execution of our business strategies. We also use our executive compensation program to encourage high-performing executives to remain with us over the course of their careers.
This vote is advisory only, and our named executive officers’ compensation is not conditional on it. The vote will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal.
We believe that the information provided in this Proxy Statement demonstrates our commitment and the commitment of our Compensation Committee to our pay-for-performance philosophy. The Board recommends that you approve the compensation of our named executive officers as described in this proxy statement by approving the following, non-binding, resolution:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described pursuant to the rules of the Securities and Exchange Commission (the “SEC”), including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement.”
The Board and the Compensation Committee will consider the affirmative vote of a majority of the votes cast “FOR” the proposal at the Annual Meeting as advisory approval of the compensation paid to our named executive officers as described in this proxy statement. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3, and will have no effect on the results of the vote on this proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal No. 3.

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis ("CD&A") section describes the material elements of our executive officer compensation program and policies for 2020, and the principles and objectives of our decisions with respect to 2020 compensation for our named executive officers.
Executive Officers Covered by this Compensation Discussion and Analysis
For 2020, we provide information regarding our compensation policies and decisions relating to our Chief Executive Officer (“CEO”), President and Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), Chief Human Resources Officer (“CHRO”), Chief Legal Officer & Secretary (“CLO”) and our Chief Accounting Officer and Treasurer (“CAO”). We refer to our CEO, our CFO and the other current executive officers for whom disclosure is required as our “named executive officers” (“NEOs”). We intend this CD&A to provide information regarding, among other things, the overall objectives of our compensation program and each element of compensation that we provided to the NEOs.
The named executive officers for 2020 who were serving at the end of the year and their titles are listed in the following table:
Name
AgeTitle
Bradley L. Soultz51Chief Executive Officer (CEO)
Kelly Williams50President and Chief Operating Officer (COO)
Timothy D. Boswell42Chief Financial Officer (CFO)
Hezron Timothy Lopez49Chief Human Resources Officer (CHRO)
Chris Miner49Chief Legal Officer and Secretary (CLO)
Sally Shanks44Chief Accounting Officer and Treasurer (CAO)

While the discussion in the CD&A is focused on our named executive officers, many of the elements of our executive compensation program apply broadly across our executive ranks.

Key 2020 Compensation Actions
As we have discussed elsewhere, on July 1, 2020, WillScot Corporation completed a merger with Mobile Mini, Inc. Immediately following the Merger, the combined company changed its name to WillScot Mobile Mini Holdings Corp. The Merger was a significant favorable development in our business, and it had several impacts on the compensation of our named executive officers.
In connection with the Merger, we entered into new employment agreements with our executives providing new base compensation and retention and incentive arrangements post-merger. Our Compensation Committee approved those agreements. We entered into employment agreements with Bradley L. Soultz, the Chief Executive Officer of WillScot Corporation, who became the Chief Executive Officer of the Company, Kelly Williams, the President and Chief Executive Officer of Mobile Mini, who became the President and Chief Operating Officer of the Company, Timothy Boswell, the Chief Financial Officer of WillScot Corporation, who became the Chief Financial Officer of the Company, Hezron Lopez, the Vice President, General Counsel and Secretary of 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.
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The elements of our total direct compensation, which consist of base salary, short-term cash incentive compensation and long-term equity incentive compensation, for our NEOs and a summary of the actions our Compensation Committee took during 2020 are set forth below.
Compensation ComponentLink to Business and Talent Strategies2020 Compensation Actions
Base Salary
(Page 38)
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.
Short-Term Cash Incentive (“STIP”) Compensation (1)
(Page 38)
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.
Long-Term Equity Incentive Compensation(2)(3)
(Page 40)
2020 annual equity-based awards consist of Performance-Based RSUs and Time-Based RSUs.
Performance-Based RSUs are measured based on 3-year TSR, measured against constituent companies in the S&P MidCap 400 Index.
Time-Based RSUs provide focus on stock price growth and serve our talent retention objectives
Special awards for retention purposes
The equity award mix, based on the grant date fair value, consists of 60% Performance-Based RSUs and 40% Time-Based RSUs for the CEO and CFO and is equally weighted between Performance-Based RSUs and Time-Based RSUs for the other named executive officers.
Performance-Based RSUs are subject to a 3-year performance period (2020 - 2022).
Time-Based RSUs vest over four years, in equal annual installments.
(1) Lease Revenue Delivered and VAPS were not included in 2020 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).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years.
Our Executive Compensation Program
Our goal is to retain and attract experienced and talented executive officers and to motivate them to achieve our short-term and long-term financial, operational and strategic objectives that produce and promote stockholder value. To achieve this goal, we strongly emphasize a culture of pay for performance to provide incentives and accountability for our executive officers in working toward the achievement of our objectives. Accordingly, we have designed our incentive compensation with the goal of
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ensuring that actual realized pay varies above or below targeted compensation opportunity based on achievement of challenging performance goals and demonstration of meaningful individual commitment and contribution.
The table below outlines each of the principal elements of our executive compensation program:
Pay ElementWho ReceivesWhen GrantedForm of DeliveryType of PerformancePerformance PeriodHow Payout Determined2020 Performance Measures
Base Salary
All named executive officers
Bi-weeklyCashShort-term emphasis (fixed)Bi-weeklyPre-established at each payroll dateIndividual
STIP
All named executive officers
AnnuallyCashShort-term emphasis (variable)1 yearPre-established formula
Adjusted EBITDA, Lease Revenue Delivered, VAPS Revenue Delivered1, and, for our CEO and CFO, related individual goals
Performance-Based RSUs(2)
All named executive officers
AnnuallyEquityLong-term emphasis (variable)3 years
(cliff vesting)
Pre-established formula
Relative TSR vs.
S&P MidCap 400 Index(3)
Time-Based RSUs
All named executive officers
AnnuallyEquityLong-term emphasis (variable)4 years
(ratable annual vesting)
Stock price at each vesting dateStock price
(1) Lease Revenue Delivered and VAPS were not included in 2020 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).
(2) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
Emphasis on Performance-Based Elements of Compensation
Because we believe the compensation of our most senior executives should be based on our overall performance, a significant amount of our executives’ pay is incentive-based and therefore at risk. In 2020, performance-linked components (STIP and long-term incentive compensation) were 81% of the CEO's target total direct compensation opportunity, which we define as base salary, target STIP and target value of long-term incentive compensation, and 66% of the average target total direct compensation opportunity for the other NEOs.

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Our Governance Practices
The Compensation Committee reviews on an ongoing basis our executive compensation program to evaluate whether it supports our executive compensation philosophies and objectives and is aligned with stockholder interests. We also seek to implement strong corporate governance practices in other areas as well as compensation. Our compensation and other corporate governance practices include the following:
We doWe do not
üHave pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensationüActively solicit feedback from our stockholders on compensation and governance mattersXOffer compensation-related tax gross-ups
üHave pre-established performance goals that are aligned with creation of stockholder valueüHave Board oversight of ESG and other sustainability mattersXAllow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees
üConduct market comparison of executive compensation against a relevant peer groupüElect directors by majority voteXAllow pledging of our securities by directors, officers or other employees
üHave double-trigger vesting for equity awards in the event of a change in controlüGrant the Board and each committee express authority to retain outside advisorsXPay dividends on unearned performance-based awards
üHave an equity plan dilution within market practicesüSplit the roles of Chairman and Chief Executive OfficerXPay dividends on unvested Time-Based awards
üHave stock ownership guidelines for executives and Directors that reinforce alignment with stockholdersüPerform annual Board and committee self-evaluationsXGrant stock options with exercise prices less than the fair market values of our common stock on the grant date
üHave a clawback policy that authorizes recovery of cash and equity incentive compensationüHave a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance GuidelinesXReprice or buy-out underwater stock options without stockholder approval
üHave cash severance within market practicesüPerform an annual review of a CEO succession planXConduct buy-outs of underwater stock options
üProvide senior executives generally the same benefits as full-time employeesüPerform an annual review of senior managementXProvide reload provisions in any stock option grant
üMitigate undue risks, particularly by annual review of plans, policies and practicesüHave a Nominating and Corporate Governance Committee with oversight over the Company’s governance frameworkXProvide defined benefit pension plans for executives
üHave an independent compensation consultant advising the Compensation CommitteeüHave oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation CommitteeXHave any significant perquisites
üHave a plan to eliminate the classified board structure by 2024
ü
Have a Related Party Transaction Committee comprised of independent directors

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How We Determine Executive Compensation
Executive Compensation Philosophy
The Compensation Committee believes that our executive compensation program should reward actions and behaviors that drive stockholder value creation. The Compensation Committee seeks to foster these objectives through a compensation system that focuses heavily on variable, performance-based incentives that create a balanced focus on our short-term and long-term financial, operational and strategic goals. To that end, the Compensation Committee’s goal is to implement an executive compensation program that is built upon the following objectives:
Attracting and Retaining the Right Talent. Executive compensation should be market-competitive to attract and retain highly motivated talent with a performance-driven mindset.
Pay for Performance. A significant percentage of an executive’s compensation should be directly aligned with Company performance, with a balance between short-term and long-term performance.
Alignment with Stockholder Interests. Our executives’ interests should be aligned with stockholder interests through the risks and rewards of stock ownership in the Company.
Oversight Responsibilities for Executive Compensation
Compensation Committee
Establishes executive compensation philosophy
Approves incentive compensation and target performance expectations for the STIP and long-term incentive awards
Approves all compensation actions for the NEOs, including base salary, target and actual STIP and long-term incentive awards
All Board Members
Assess performance of the CEO and oversee other executive compensation matters, including with regard to considering the results of "Say on Pay" votes, receiving and considering feedback on an on-going basis from stockholders and other sources regarding executive compensation, overseeing the application of stock ownership guidelines that are applicable to the CEO, and other similar responsibilities

Independent Compensation Consultant – FW Cook
Provides independent advice, research and analytical services on a variety of subjects to the Compensation Committee, including compensation of executive officers, nonemployee director compensation and executive compensation trends
Participates in Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings
Reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise its independence or objectivity
CEO and Management
Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions, with advice from FW Cook, as appropriate
Responsible for the administration of the compensation program once Compensation Committee decisions are finalized

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Use of Market Data
In setting executive compensation, our Compensation Committee considers the competitive pay environment and seeks to ensure that our executives’ compensation opportunities are competitive with the market. For 2020, the Compensation Committee, working with its independent compensation consultant, FW Cook, selected a peer group of companies that would serve as a reference point when setting pay levels and understanding pay practices. This peer group was drawn from companies that aligned well with our business, our size (based on revenue, EBITDA, and market capitalization), our industry, our customer base, our national scope or similarity of distribution. The Compensation Committee also selected companies that generally compete with us for talent, customers or both talent and customers. Prior to the Merger, this peer group consisted of the following ten public companies:
Air Lease Corporation
McGrath RentCorp
Aircastle Limited
Mobile Mini, Inc.
GATX Corporation
Ritchie Bros. Auctioneers Incorporated
H&E Equipment Services, Inc.
Triton International Limited
Herc Holdings Inc.
UniFirst Corporation
Because there is limited information on positions other than the CEO and CFO in the peer group data, the Compensation Committee also reviews data from national survey sources related to general industry when it considers the market competitiveness of named executive officer compensation levels or market practices. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee are general and not specific to any particular subset of companies.
The Compensation Committee does not target a specific competitive position versus the peer group or other survey data in determining the compensation of our named executive officers. Instead, the compensation practices of the peer group and the Company’s industry survey information are two data points that the Compensation Committee considers, in addition to pay for performance and the other principles of our compensation program, in seeking to establish compensation for our executive officers that best furthers our performance objectives and stockholder interests.
In connection with the Merger, FW Cook selected the following peer group that serve as a reference point for the employment agreements entered into with Bradley L. Soultz, Kelly Williams, Timothy Boswell, Hezron Lopez and Christopher Miner at the closing of the Merger and for setting pay levels and underlying pay practices for 2021.
ABM Industries
McGrath RentCorp
Air Lease
Ritchie Bros. Auctioneers Incorporated
Americold Realty Trust
Service Master Global
Duke Realty
Stericycle
Extra Space Storage
Terminix Global Holdings, Inc.
GATX Corporation
Triton International Limited
H&E Equipment Services, Inc.
UniFirst Corporation
Herc Holdings Inc.
United Rentals
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2020 Named Executive Officer Compensation Elements In Detail
Base Salaries
Base salaries are a fixed amount that we pay to each named executive officer for performing his or her normal duties and responsibilities. We determine the amount based on the NEO’s overall performance, level of responsibility and comparison to the peer group and other survey data. Based on these criteria, the Compensation Committee established the following 2020 base salaries for the NEOs who remained in service on the last day of the year:
Executive Officer2020 Base Salary2019 Base SalaryYear Over Year Change
Bradley L. Soultz(1)
$850,000$750,00013.3 %
Kelly Williams$700,000Not ApplicableNot Applicable
Timothy D. Boswell$525,000$425,00023.5 %
Hezron Timothy Lopez$425,000$400,0006.3 %
Christopher Miner$450,000Not ApplicableNot Applicable
Sally J. Shanks$320,100$300,0006.7 %
(1)Mr. Soultz delayed the effectiveness of his 2020 merit increase from March to July in recognition of the impact of COVID-19 on the business and the employees
The Compensation Committee approved the changes in Mr. Soultz’s, Mr. Boswell’s, Mr. Lopez’s and Ms. Shanks’s base salaries for 2020 based on an assessment of individual performance and to better align with market compensation levels on a post-merger basis. Mr. Boswell received two adjustments during the year: one at the normal salary review time from $425,000 to $460,000 and a further adjustment to $525,000 at the time of the Merger. We paid base salaries to Mr. Williams and Mr. Miner based on the terms of the employment agreements that they entered into in connection with the Merger.
Short Term Incentive Plan
Our annual STIP rewards employees for achieving critical business and financial goals that are key indicators of operational performance as well as individual performance for the CEO and CFO. The Compensation Committee establishes performance goals for the STIP at the beginning of each fiscal year. Where minimum threshold performance targets are satisfied, annual incentive payments can range from 50% to 200% of the target award opportunity (maximum payout for the individual performance component for the CEO and CFO is also 200%), based on performance relative to the performance goals, as determined by the Compensation Committee.
2020 STIP Target Award Percentages
For 2020, the Compensation Committee granted STIP awards to our named executive officers with the target levels expressed as the following percentages of the corresponding base salaries:
Executive Officer2020 Target Percentage of Base Salary2019 Target Percentage of Base SalaryYear Over Year Change
Bradley L. Soultz125%120%4%
Kelly Williams100%N/AN/A
Timothy D. Boswell75%71%6%
Hezron Timothy Lopez75%60%25%
Christopher Miner75%N/AN/A
Sally J. Shanks40%40%
The Compensation Committee reviews our STIP opportunities each year to ensure that they are competitive. The changes to Mr. Soultz’s, Mr. Boswell’s and Mr. Lopez’s target 2020 STIP percentages were based on an assessment of individual performance and to better align with market compensation levels. We set the target STIP percentages for Mr. Williams and Mr. Miner based on the terms of the employments agreements that they entered into in connection with the Merger.
2020 STIP Performance Goals and Actual Performance
The Compensation Committee undertook a rigorous review and analysis to establish the 2020 performance goals under the STIP. The Committee intended the performance levels to be aggressive but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The target performance goals aligned with our annual operating plan.
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The Compensation Committee determined the 2020 STIP awards for our named executive officers using the following framework:
Base SalaryXTarget PercentageX
Financial Performance

(70% for the CEO and CFO; 100% for other NEOs)
+
Individual Performance

(30% for the CEO and CFO)
=Annual Cash Incentive Award

Annual Cash Earned
For 2020, the Compensation Committee established the following financial goals and payout levels under the STIP:
MeasureWeightingRationale for MeasurePayout Range
Adjusted EBITDA70%
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 Delivered30%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%

The threshold, target and maximum performance and payout opportunities under the 2020 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:

ThresholdTargetMaximumActual% of Target AchievedPayout %
Payout %50%100%200%


Adjusted EBITDA – First Half
($ millions)
$165.1
$183.4
$220.1
$187.8
102%
112%
Adjusted EBITDA – Second Half(1)
($ millions)
$286.4
$318.2
$381.8$345.7109%
143%
Lease Revenue Delivered + VAPS Revenue Delivered(1)
($ millions)
$375.1
$416.8
$500.2
$405.3
97%
86%
Individual Performance (CEO Only)(2)
50%
100%
200%
115%
115%
115%
Individual Performance (CFO Only)(2)
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
(1) Subsequent to the Merger, the Compensation Committee and the Board of Directors agreed to change the targets for Adjusted EBITDA - Second Half and Lease Revenue Delivered + VAPS Revenue Delivered to reflect the addition of Mobile Mini and to reflect expected reduced demand for new project deliveries as a result of the COVID-19 pandemic. Prior to these changes, the targets for Adjusted EBITDA - Second Half and Lease Revenue Delivered + VAPS Revenue Delivered were $230.4 million and $481.0 million, respectively.
(2) The Compensation Committee determined that Mr. Soultz and Mr. Boswell both achieved 200% of their individual performance metric; however, both Mr. Soultz and Mr. Boswell agreed to forgo the 200%, instead requesting the attainment be reduced to 115% and 150%, respectively, due to COVID-19 and to better align with other Company Executives. Therefore, the Compensation Committee of the Board adjusted Mr. Soultz’s individual performance metric in the 2020 STIP to 115% of target and Mr. Boswell’s individual performance metric in the 2020 STIP to 150% of target (on a scale of Threshold 50%, Target 100% and Maximum 200%). Mr. Soultz’s and Mr. Boswell’s overall STIP payout based on EBITDA, Lease Revenue + VAPS Revenue + Individual Performance, was therefore 115% and 126% of target, respectively.
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The individual performance achievement measures common to Mr. Soultz and Mr. Boswell for the determination of their performance include those goals set forth above for payout under the STIP as well as the following:
Achieve mergers and acquisition synergies, as planned and on time
Manage leverage in a manner that will enable the achievement of 4X leverage by the end of 2020
Achieve SOX compliance by or before the end of 2020
Maintain a strategic mergers and acquisition pipeline
The individual performance achievement measures specific to Mr. Soultz, solely, for the determination of his performance also include the following:
Develop a Strategy, that includes the expansion of VAPS, scaling the storage offering for the Company, and improving the Company’s digital capabilities
Improve the capacity and capability of the C-level and executive leadership team, with a focus talent development, succession planning and diversity
Based on the achievement of the 2020 financial performance goals and the Compensation Committee’s determination of individual performance for the CEO and CFO, the Compensation Committee approved the following STIP awards earned for 2020 by our NEOs who were serving as of the last day of 2020.

Target STIP OpportunityPayout % of TargetSTIP 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 
(a) Adjusted for employment from July 1, 2020 through December 31, 2020.
(b) Bradley L. Soultz achieved a payout percentage as follows: 115% = 0.7 x 115% (for EBITDA, Lease Revenue delivered and VAPS Revenue delivered) + 0.3 x 115% (for individual goals). Timothy D. Boswell achieved a payout percentage as follows: 126% = 0.7 x 115% (for EBITDA, Lease Revenue delivered and VAPS Revenue delivered) + 0.3 x 150% (for individual goals).
2020 Long-Term Incentive Awards
For 2020, under our annual grants, each of our named executive officers (excluding the two officers who did not join us until the Merger) received a long-term equity incentive target grant denoted in terms of a dollar value, which we allocated between Performance-Based RSUs and Time-Based RSUs. We provide details on the types of equity awards we granted in the table below.
Equity AwardWeightingRationale and Key Features
Performance-Based RSUs(1)
60% for CEO, COO, CFO, GC, & CHRO and 50%
for other NEO
Incentivize NEOs to achieve specific measurable stock price performance over a three-year performance period (2020-2022).
Performance will be measured relative to constituent companies in the S&P MidCap 400 Index as of the date of grant.(2)
Earned shares vest and are issued at the end of the performance cycle and range from 0% for below threshold performance to 150% of the target number of shares for maximum performance.
Time-Based RSUs40% for CEO, COO, CFO, GC, & CHRO and 50%
for other NEO
Align pay and Company performance as reflected in our stock price.
Encourage retention of our executive officers' services and promote ownership by our executives in Company stock.
Time-Based RSUs vest in one-fourth installments at the end of each of the first four years following grant.
(1) The 2020 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(2) Performance-Based RSUs granted prior to March 1, 2021 vest based on the achievement of the relative total stockholder return ("TSR") of the Company’s Common Stock as compared to the TSR of the constituents of the Russell 3000 Index at the grant date over the performance of three years. Performance-Based RSUs granted after March 1, 2021 vest based on the achievement of the TSR of the Company’s Common Stock as compared to the TSR of the constituents of the S&P Mid Cap 400 Index at the grant date over the performance of three years. Additionally the Company adjusted performance range from 25% through 75% to 25% through 85% and payout range from 50% through 150% to 50% through 200%, respectively (with achievement of 85% performance required for a 200% payout).
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The Compensation Committee decided to again grant the long-term incentive awards for 2020 in the form of Performance-Based RSUs and Time-Based RSUs, rather than a mix of Time-Based RSUs and stock options, to enhance the performance orientation and shareholder alignment of the LTI program by introducing explicit performance conditions for the Performance-Based RSUs. We have also reduced equity plan share usage by eliminating stock options and retained the retentive feature of the Time-Based RSUs.
The Compensation Committee approved the following grants of Performance-Based RSUs and Time-Based RSUs to our continuing named executive officers for 2020:
Executive officer
Performance-Based RSUsTime-Based RSUs
Award (#)Target Value ($)Award (#)Target Value ($)
Bradley L. Soultz78,665 $1,320,000 52,443 $880,000 
Kelly WilliamsN/AN/A
Timothy D. Boswell25,566 $429,000 17,044 $286,000 
Hezron Timothy Lopez18,236 $306,000 12,157 $204,000 
Christopher MinerN/AN/A
Sally J. Shanks4,470 $75,000 4,470 $75,000 
The Compensation Committee set the 2020 long-term incentive target dollar values for Mr. Soultz, Mr. Boswell, Mr. Lopez and Ms. Shanks based on an assessment of individual performance and to better align with market compensation levels.
In connection with the Merger, the Compensation Committee approved the following grants of Performance-Based RSUs and Time-Based RSUs to our NEOs for 2020. The objectives of these grants were to further align the NEOs with shareholder value creation, to promote post-merger retention (which was essential to a successful transition), and to recognize the incremental roles and responsibilities related to the Merger.

Executive officer
Performance-Based RSUsTime-Based RSUs
Award (#)Target Value ($)Award (#)Target Value ($)
Bradley L. Soultz57,165 $750,000 38,110 $500,000 
Kelly Williams— $— 228,659 $3,000,000 
Timothy D. Boswell45,732 $600,000 30,488 $400,000 
Hezron Timothy Lopez9,718 $127,500 6,479 $85,000 
Christopher Miner9,718 $127,500 6,479 $85,000 
Sally J. Shanks— $— 7,622 $100,000 
The grants for Mr. Williams and Mr. Miner were consistent with the terms of the employments agreements that they entered into in connection with the Merger.
Other Compensation and Benefits
Employment Agreements
We have entered into employment agreements or offer letters with each of our current named executive officers as summarized below.
The employment agreements or offer letters do not provide for any gross-ups with respect to any excise tax imposed by Section 280G of the Code. In the event that any payments under the employment agreements or offer letters would subject the executive officer to the excise tax under Section 280G of the Code, the amounts payable to the executive officer will be reduced to the level at which the excise tax will not apply, but only if such reduction would result in a greater after-tax amount to the participating executive officer.

Bradley L. Soultz, Chief Executive Officer
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Bradley L. Soultz (the “Soultz Agreement”), which became effective upon the Merger Date and provides that Mr. Soultz will continue to serve as the CEO of the Company for 24 months following the Merger Date, with no renewal provisions.
The Soultz Agreement provides for an annual base salary of $850,000 and that Mr. Soultz will be eligible for an annual target bonus of $1,062,500, or 125% of his base salary, and annual equity awards with a target grant date value of $2,600,000, 40%
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in the form of time-based restricted stock units (“Time-Based RSUs”) vesting ratably over four years and 60% in the form of performance-based restricted stock units (“Performance-Based RSUs”) vesting over three years. In connection with the Merger, Mr. Soultz received a retention award with a target grant date value of $1,250,000, 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. The Soultz Agreement also includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination of employment.
On February 24, 2021, the Compensation Committee of the Board made adjustments to Mr. Soultz’ compensation in accordance with the Board’s annual review of executive compensation. Mr. Soultz’ base salary was increased to $900,000, his annual target was moved to 150% of base salary and his annual long-term incentive target grant level was increased to $3,500,000, effective March 1, 2021. The increases were in recognition of the outstanding performance of the Company following the Merger and Mr. Soultz’s added responsibilities following the exit of Mr. Kelly Williams.

The Soultz Agreement provides that in the event of a termination of employment without Cause (as defined in the Soultz Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Soultz Agreement), in addition to Accrued Benefits (as defined in the Soultz Agreement), Mr. Soultz will be entitled to receive (i) a cash severance payment of his continued base salary for 12 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination, (iv) continued vesting of any annual equity awards for 12 months and full vesting of the retention award and any annual equity awards granted within 24 months following the Merger Date (based on actual performance, as applicable), (v) payments equal to the cost of continuing coverage under the Company’s health insurance plan for twelve months, and (vi) up to $25,000 in outplacement services. Mr. Soultz 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 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Soultz Agreement), except that he will 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.
Kelly Williams, President and Chief Operating Officer
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Kelly Williams, who was then the President and CEO of Mobile Mini (the “Williams Agreement”), which became effective upon the Merger Date, and provides that Mr. Williams will serve as the President and COO of the Company for an initial term of 24 months from the Merger Date, subject to automatic renewal for successive one-year terms, unless Mr. Williams or the Company gives 90-days prior written notice of an intention not to renew the initial term or the renewal term, as applicable.
The Williams Agreement provides for an annual base salary of $700,000 and that Mr. Williams will be eligible for an annual target bonus of $700,000, or 100% of his base salary, and annual equity awards with a target grant value of 250% 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. Williams received a retention award with a grant date value of $3,000,000 in the form of Time-Based RSUs vesting ratably over four years. The Williams Agreement also includes an annual automobile allowance of $7,200 and non-compete and employment non-solicitation provisions for 24 months post-termination of employment.
The Williams Agreement provides that in the event of a termination of employment without Cause (as defined in the Williams Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Williams Agreement), in addition to Accrued Compensation (as defined in the Williams Agreement), Mr. Williams will be entitled to receive (i) two times the sum of his base salary at the highest rate in effect at any time within the 90-day period prior to and ending on the date the notice of termination is given (or the date of the Change of Control (as defined in the Williams Agreement) if such termination is within the year following a Change of Control) plus the Payment Amount (defined in the Williams Agreement as 100% of his base salary in effect during the year in which termination occurs), (ii) certain health insurance amounts for a period of 12 months (or 24 months if such termination occurs within the year following the Merger or a Change of Control), and (iii) full vesting of any equity-based awards, subject to performance targets and goals, as applicable (and, in the event the retention award was either not granted or the target amount of which was reduced, the cash value of the retention award that would have been made had it been granted in full, less the value of any portion of the retention award to the extent granted). The Williams Agreement provides that in the event of a Change in Control any outstanding equity awards will immediately vest in full with any performance targets and goals deemed satisfied at target level of performance.
On February 25, 2021, the Company announced that Kelly Williams will leave the Company on July 31, 2021. The Company and Mr. Williams entered into a transition, separation and release agreement on February 25, 2021 (the “Williams Separation Agreement”) relating to his transition and ultimate departure from the Company pursuant to which, among other things, in connection with his termination (i) Mr. Williams will receive a lump-sum cash payment, (ii) Mr. Williams’ time-based equity will vest, and (iii) Mr. Williams’ performance-based equity will vest or not vest depending upon the performance targets set in connection with the equity grant. Mr. Williams will support the Company in all matters relating to the orderly transition of his duties and responsibilities and will be available to consult with the Company after his termination date. Furthermore, in
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conjunction with the separation agreement, the Company received an extension of Mr. Williams’ non-compete obligation from 2 years to 3 years; an extension of Mr. Williams’ non-solicitation obligation from 2 years to 5 years; and a clawback right in the event Mr. Williams breaches the aforementioned obligations. For additional information, please see “Executive Compensation—Employment Agreements.”

Timothy D. Boswell, Executive Vice President and Chief Financial Officer
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Timothy Boswell (the “Boswell Agreement”), effective as of March 1, 2020 (except as otherwise indicated therein with respect to certain compensation related to the Merger), which provides that Mr. Boswell will continue to serve as the CFO of the Company for an initial term of 36 months following the Merger Date, which automatically renews for successive one-year periods, unless Mr. Boswell or the Company gives 120-days prior written notice of an intention not to renew the initial term or the renewal term, as applicable.
The Boswell Agreement provides for an annual base salary after the Merger of $525,000 and that Mr. Boswell will be eligible for an annual target bonus after the Merger of $393,750, or 75% of annual base salary, and annual equity awards with a target grant value of $1,050,000, or 200% 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. Boswell received a retention award with a target grant date value of $1,000,000, 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. The Boswell Agreement also includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination of employment.
On February 24, 2021, the Compensation Committee of the Board made adjustments to Mr. Boswell’s compensation in accordance with the Board’s annual review of executive compensation. Mr. Boswell’s base salary was increased to $600,000, his annual target bonus was moved to 125% of base salary, and his annual long-term incentive target grant level was increased to $1,400,000, effective March 1, 2021. The increases were in recognition of the outstanding performance of the Company following the Merger and Mr. Boswell’s added responsibilities following the exit of Mr. Kelly Williams.

The Boswell Agreement provides that in the event of a termination of employment without Cause (as defined in the Boswell Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Boswell Agreement), in addition to Accrued Benefits (as defined in the Boswell Agreement), Mr. Boswell will be entitled to receive (i) a cash severance payment of his continued base salary for 18 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination, (iv) continued vesting of any annual equity awards for 18 months and full vesting of the retention award and any annual equity awards granted within 24 months following 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. Boswell 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 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Boswell Agreement), except that he will receive (i) a cash severance payment equal to the sum of his continued base salary for 24 months and his target bonus for the year of termination, (ii) the cost of continuing coverage under the Company’s health insurance plan for 24 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Hezron Timothy Lopez, Executive Vice President and Chief Human Resources Officer
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Hezron Lopez, who was then the Vice President, GC and Corporate Secretary of the Company (the “Lopez Agreement”), 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.
The Lopez Agreement provides for an annual base salary of $425,000 and that Mr. Lopez will be eligible for an annual target bonus of $318,750, or 75% of his base salary, and annual equity awards with a target grant date value after the Merger of $425,000, or 100% 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. Lopez received a retention award with a target grant date value of $212,500, 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. The Lopez Agreement also includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination.
The Lopez Agreement provides that in the event of a termination of employment without Cause (as defined in the Lopez Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Lopez Agreement), in addition to Accrued Benefits (as defined in the Lopez Agreement), Mr. Lopez will be entitled to receive (i) a cash severance payment of his continued base salary for 18 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target bonus for the year of termination, (iv) continued
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vesting of any annual equity awards for 12 months and 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. Lopez 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 30-month period following the Merger or the 12-month period after any subsequent Change in Control (as defined in the Lopez Agreement), except that he will 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.
Christopher J. Miner, Executive Vice President, Chief Legal Officer and Secretary
On March 1, 2020, in connection with the execution of the Merger Agreement, the Company entered into an employment agreement with Christopher Miner, who was then the Senior Vice President and GC of Mobile Mini (the “Miner Agreement”), which became effective upon the Merger Date, and provides that Mr. Miner will serve as the Senior Vice President, GC and Secretary of 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.
The Miner Agreement provides for an annual base salary of $450,000 and that Mr. Miner will be eligible for an annual target bonus of $337,500, or 75% of his base salary, and annual equity awards with a 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 12 months post-termination of employment.
The Miner Agreement provides that in the event of a termination of employment without Cause (as defined in the Miner Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Miner Agreement), in addition to Accrued Benefits (as defined in the Miner Agreement), Mr. Miner will be entitled to receive (i) a cash severance payment of his continued base salary for 12 months or 24 months if such termination occurs within one year following the Merger, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) his full target annual bonus for the year of termination or two times such target annual bonus if such termination occurs within one year following the Merger, (iv) full vesting of the retention award and any annual equity awards granted within 24 months of the Merger, and (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 will 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.
Sally J. Shanks, Senior Vice President, Chief Accounting Officer and Treasurer
In connection with her appointment as our Chief Accounting Officer and Treasurer in 2017, we entered 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 Merger due to additional responsibilities placed upon her role and her increased span of management obligations.
The employment agreements and offer letters of each of our current named executive officers provide for payments and other benefits on qualifying terminations of employment and, in some cases, a change in control. These payments and other benefits, and the circumstances under which they would be triggered, as summarized below under “Potential Payments Upon Termination or Change in Control.”
Perquisites
We offer limited perquisites to our named executive officers and do not view them as a major component of our compensation package or philosophy. We believe these limited perquisites help make our executive compensation plans competitive, are generally more conservative than the perquisites that peer companies offer, and are cost-effective in that the perceived value of these items is higher than our actual cost. The perquisites we made available to our named executive officers during 2020 consisted of an automobile allowance to facilitate the extensive travel regularly required as part of their job responsibilities and premiums for life and supplemental individual disability insurance. In 2020, we provided Mr. Soultz and Mr. Lopez with relocation expenses in connection with their relocations to Arizona. The aggregate incremental cost of these perquisites is reflected in the “All Other Compensation” column of the Summary Compensation Table.
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Other Benefits
Our named executive officers are eligible to participate in broad-based employee benefit plans, including a 401(k) plan and group health insurance, which are generally available to all U.S. salaried employees and do not discriminate in favor of our NEOs.
Compensation Governance Policies
Executive Officer Stock Ownership Guidelines
We maintain stock ownership guidelines for our executive officers with the following target ownership levels:
Executive Level

Target Ownership Level
as Multiple of Base Salary
Chief Executive Officer5x
Chief Financial Officer, Chief Human Resources Officer and Chief Legal Officer3x
Other Executive Officers2x
We expect executive officers to meet their target ownership level by the later of the 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.
Securities Trading Policy (Hedging and Pledging Prohibited)
The Company’s Securities Trading Policy: (i) provides that prohibitions on short sales, hedging transactions, and monetization transactions apply not only to the Company’s officers and directors, but also to the Company’s employees; and (ii) makes clear that all officers, directors, and employees are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan except as may be approved by the Board.
Clawback Policy
Our clawback authorizes us to recover cash and equity incentive compensation paid to or earned by our executive officers if there is a material restatement of our financial results (other than a restatement due to changes in accounting policy) such that the amount of incentive compensation actually paid or earned exceeded the amount that would have been paid or earned had the financial results been stated correctly initially or if the executive officer has engaged in misconduct that has resulted in, or has the potential to result in, material reputational or financial harm to our Company.
Regulatory Considerations
Section 162(m) of the Internal Revenue Code of 1986 generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to any covered employee. For compensation paid for our 2020 fiscal year, each of our named executive officers was a covered employee for this purpose. Accordingly, the tax deduction we take for compensation paid to our NEOs may be limited by Code Section 162(m). The Compensation Committee nevertheless retains full discretion to award compensation packages that attract, retain and reward successful executive officers even if the deductibility of such compensation is limited. At the time of determining our executive compensation for 2020, we reviewed the tax impact of such compensation on us as well as on our executive officers. In addition, we reviewed the impact of our compensation program against other considerations, such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees.
Compensation Committee Report
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for incorporation by reference into our 2020 Annual Report.
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Executive Compensation Tables
Summary Compensation Table for Fiscal Year 2020
The following table shows for the fiscal years ended December 31, 2020, 2019 and 2018, compensation awarded or paid to, or earned by, the individuals who served as executive officers during 2020.
Name and Principal Position
Year
Salary ($)(1)
Bonus ($)(2)
Stock
Awards ($)(3)
Option Awards
($)
Non-Equity Plan Compen-
sation ($)(4)
All Other Compen-
sation ($)(6)(7)
Total ($)
Bradley L. Soultz Chief Executive Officer2020$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 
Kelly Williams (5)
President & Chief Operating Officer
2020$346,278 $— $3,000,000 $— $438,734 $6,202 $3,791,214 
2019N/AN/AN/AN/AN/AN/AN/A
2018N/AN/AN/AN/AN/AN/AN/A
Timothy D. Boswell
EVP and Chief Financial Officer
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 
Hezron Timothy Lopez
EVP, Chief Human Resources Officer
2020$421,154 $— $722,500 $— $367,326 $459,271 $1,970,251 
2019$207,692 $— $— $— $106,599 $82,160 $396,451 
2018$— $— $— $— $— $— $— 
Christopher Miner (5)
EVP, Chief Legal Counsel and Secretary
2020$223,260 $— $212,500 $— $212,152 $11,609 $659,521 
2019N/AN/AN/AN/AN/AN/AN/A
2018N/AN/AN/AN/AN/AN/AN/A
Sally J. Shanks
SVP, Chief Accounting Officer and Treasurer
2020$310,050 $— $250,000 $— $147,553 $26,833 $734,436 
2019$299,570 $— $150,006 $— $98,254 $26,277 $574,107 
2018$— $— $— $— $— $— $— 
(1) Amounts in this column represent the dollar value of base salary we paid to our named executive officers.
(2) Amounts in this column represent discretionary bonuses, retention bonuses and signing bonuses.
(3) Amounts in this column for 2020 represent the aggregate grant fair value calculated in accordance with ASC 718 with respect to restricted stock unit grants to our named executive officers in March and July 2020 under our 2020 Incentive Award Plan (“LTIP”). For the assumptions used in determining these values, see Note 17 to our 2020 audited financial statements contained in our 2020 Annual Report.
(4) Amounts in this column represent payments under our STIP for 2020.
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(5) Compensation for Messrs. Williams and Miner represents payments made since the closing of the Merger in July 2020.
(6) Kelly Williams’ employment with the Company will terminate on July 31, 2021, see Compensation Discussion and Analysis – Elements of Compensation - In Detail – Other Compensation and Benefits – Employment Agreements.
(7) Amounts in this column for 2020 are set forth in the table below:
NameAuto Allowance
Employer 401(k)
Contributions
Life and Supplemental Individual Disability Insurance PremiumsHousing AllowanceRelocationTotal
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 
(a) July 1, 2020 through December 31, 2020
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Grants of Plan-Based Awards for Fiscal Year 2020
The following table sets forth information regarding all grants of plan-based awards that we made to our 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 awards in the Summary Compensation Table by providing additional details about these awards. Non-equity incentive plan awards are awards that are not subject to ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period.
Name
Grant Date
Date of Committee Action
Estimated Future Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock
Awards:
Number of Shares of Stock or Units (#)
All Other Option
Awards:
Number of Securities Underlying Options (#)
Exercise or
Base Price of Option Awards ($/Sh)
Grant Date Fair Value of Stock and Option Awards ($)
Threshold ($)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Bradley L. Soultz3/5/20203/4/2020$531,250 $1,062,500 $2,125,000 39,333 78,665 117,998 131,108 — $— $2,200,000 
7/2/20207/1/2020$— $— $— 28,583 57,165 85,478 95,274 — $— $1,250,000 
Kelly Williams7/2/20207/1/2020$175,000 $350,000 $700,000 — — — 228,659 — $— $3,000,000 
Timothy D. Boswell3/5/20203/4/2020$196,875 $393,750 $787,500 12,783 25,566 38,349 42,610 — $— $715,000 
7/2/20207/1/2020$— $— $— 22,866 45,732 68,698 76,220 — $— $1,000,000 
Hezron Timothy Lopez3/5/20203/4/2020$159,375 $318,750 $637,500 9,118 18,236 27,354 30,393 — $— $510,000 
7/2/20207/1/2020$— $— $— 4,859 9,718 14,577 16,196 — $— $212,500 
Sally J. Shanks3/5/20203/4/2020$64,020 $128,040 $256,080 2,235 4,470 6,705 8,939 — $— $150,000 
7/2/20207/1/2020$— $— $— — — — 7,622 — $—