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

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Filed by a Party other than the Registrant ☐

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Definitive Proxy Statement
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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/6bf630434242c2649304e3d68baed517-image_0a.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 2022 Annual Meeting of Stockholders of WillScot Mobile Mini Holdings Corp., virtually via webcast, on June 3, 2022, at 9:00 a.m., Pacific Daylight Time. 2021 was an exciting year for WillScot Mobile Mini. It is my privilege as Chairman of the Board to share a few highlights with you.
Delivered High-Quality Customer Service While Maintaining Health & Safety. We remain dedicated to protecting the health and safety of our employees and customers and have adjusted our business to meet various country, state, and local requirements, with regard to the COVID-19 pandemic. 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.
Delivered Strong Financial Results and Compelling Growth Outlook. In its first full year as a combined organization, WillScot Mobile Mini delivered exemplary financial results, with year-over-year growth in revenue, earnings, and free cash flow due to continued strong operational performance. The Company generated $1.9B of revenue, $740M of Adjusted EBITDA(1), $160M of Net Income, and $303M of Free Cash Flow(1) in 2021. Management described its plans to grow the business over the next three to five years at the Company’s inaugural Investor Day in November 2021, underpinned by investments in technology and a commitment to its Environment, Social, and Governance (ESG) platform. The Company’s capital allocation framework is unchanged as growth, cash generation, and reinvestment compound to drive stockholder returns. In 2021, the Board authorized a $1B share repurchase program. The Board oversees these efforts and is confident in management’s ability to drive value for stockholders and deliver best-in-class services to the Company’s customers.
Successful ERP Implementation and Integration. During the second quarter of 2021, we executed the successful integration of the two companies' enterprise resource planning (ERP) operating and financial systems. This work was painstaking and all-consuming for many on our team, yet we executed while minimizing disruptions in the business. This ERP cutover established a foundation from which we continue to build and is a catalyst which allows us to better execute our strategy as a combined company, including expediting the integration of acquisitions.
Enhanced Corporate Governance and Improved Director Diversity. The Board continues to improve the Company’s corporate governance and to pursue more diverse Board membership. In 2022, the Board recommends that stockholders approve a recommendation to immediately declassify the Board of Directors. In furtherance of diversifying our Board, in 2021 the Board appointed Rebecca Owen as a Director, and in 2022, it appointed Erika Davis as a Director, replacing Gary Lindsay and Stephen Roberts, respectively. The Board continually reviews and updates its policies to pursue high standards of corporate governance, and we continue to seek diverse candidates with unique capabilities to help us enhance stockholder value.
Extended Key Leader Employment Contracts. The Board extended the employments contracts for Chief Executive Officer Brad Soultz and President & Chief Financial Officer Tim Boswell for five years as well as revisited and solidified agreements for the top twenty officers of the Company, in each case, to align the entire management team with the three to five-year goals outlined to our investors at the most recent investor day in November of 2021. In developing the contract extensions, the Board solicited feedback from numerous investors and governance experts. The Board has a high degree of confidence in both officers and believes that both are critical to the long-term success of WillScot Mobile Mini.
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 6, 2022 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 or the other proposals at the meeting (other than the ratification of auditors) without specific instructions from you on how to vote. For your vote to be counted, please ensure to submit your voting instructions to your brokerage firm or bank.
We appreciate the confidence you have placed in us through your investment in our company.
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Sincerely,
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Erik Olsson
Non-Executive Chairman of the Board




























(1) Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. For a discussion of our use of non-GAAP financial measures, including a reconciliation of (i) Adjusted EBITDA to net income (loss) and (ii) Free Cash Flow to net cash provided by operating activities, please see the “Reconciliation of Non-GAAP Financial Measures” section beginning on page 52 in Item 7 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021

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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 3, 2022, at 9 a.m. Pacific Daylight Time
www.virtualstockholdermeeting.com/WSC2022

You will need the control number included with these proxy materials to attend the annual meeting.
Close of Business on
April 6, 2022
Holders of WillScot Mobile Mini’s Common Stock at the close of business on April 6, 2022
Stockholders or their proxyholders may participate, vote, and examine our list of stockholders at our Annual Meeting via the internet at www. virtualstockholdermeeting.com/WSC2022 and using your control number.

VOTING
Your vote is very important. Whether or not you plan to attend the meeting via webcast, we hope you will submit your proxy as soon as possible. You can vote at the annual meeting by attending the live webcast or by proxy. Registered holders may submit their proxy by mail, while beneficial owners may submit their voting instructions 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 or submit your proxy.
By TelephoneBy InternetBy Mail
You can submit your proxy by calling 1-800-690-6903You can submit your proxy 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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MATTERS TO BE CONSIDERED AT THE MEETING AND VOTING RECOMMENDATIONS
ProposalDescriptionBoard Voting Recommendation
PROPOSAL 1
Approve an amendment to the Amended and Restated Certificate of Incorporation (“A&R Charter”) of the Company to immediately declassify the Board of Directors.
FOR
PROPOSAL 2Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.FOR
PROPOSAL 3Approve by advisory vote, the compensation of our named executive officers.FOR
PROPOSAL 4A
Election of the nominees for director named in the accompanying proxy statement if Proposal 1 is approved.
FOR
the listed nominees
PROPOSAL 4B
Election of the nominees for director named in the accompanying proxy statement if Proposal 1 is not approved.
FOR
the listed nominees


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 3, 2022

TABLE OF CONTENTS

We are sending you these proxy materials in connection with the solicitation of proxies, on behalf of the Board of Directors of WillScot Mobile Mini Holdings Corp. (“WillScot Mobile Mini” or the “Company”), for the 2022 annual meeting of stockholders. Physical distribution of these materials is expected to begin on or prior to April 22, 2022, as requested.
PROPOSAL 1 – APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE IMMEDIATE ANNUAL ELECTION OF DIRECTORS21
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM23
AUDIT COMMITTEE REPORT24
PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE REGARDING EXECUTIVE COMPENSATION (SAY-ON-PAY)25
EXECUTIVE COMPENSATION26
EXECUTIVE COMPENSATION TABLES41
PROPOSAL 4A – ELECTION OF DIRECTORS IF PROPOSAL 1 IS APPROVED.52
PROPOSAL 4B – ELECTION OF DIRECTORS IF PROPOSAL 1 IS NOT APPROVED53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT69
MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS PROXY STATEMENT71
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2023 ANNUAL MEETING71
DELINQUENT SECTION 16(A) REPORTS71
ACCESS TO ANNUAL REPORT ON FORM 10-K71
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING71
ANNEX AA-1
PROXY VOTING CARDC-1

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NOTABLE CORPORATE GOVERNANCE UPDATES AND CHANGES
We believe that proper governance is integral to align our business strategy and operations with stockholder interests. We have strong governance practices in place that continue to evolve as our business grows. These practices not only help to regulate our risk as an organization, but also provide a framework by which we are able to translate the ethics of our philosophy for every employee.
We made several changes to our Board practices in 2022, beginning with our updated Governance Charter, which now specifically seeks diverse candidates for Board seats. As part of this effort, we retained a third-party search firm to identify director candidates with key qualifications and diverse backgrounds. As a result of this work, we are happy to have brought Rebecca Owen and Erika Davis on as Board members. This takes the diversity of our Board composition from 18% to 36%, over the course of the last year. Not only do these new directors represent our commitment to creating a more racially and gender-diverse Board, they also bring strong experience to our key areas of Board enhancement. The diagram below shows the change in the gender composition of our Board of Directors. Our initial private equity investors divested their holdings and exited from the Board (Gary Lindsay and Stephen Robertson, as representatives of TDR Capital), and we amended our bylaws and Committee charters to remove merger-related restrictions. We have also removed the supermajority voting provision that was required for certain Board actions. Except as otherwise required by law, all resolutions of the Board are now approved by a simple majority vote. In addition, as part of this year’s Annual Meeting, we are proposing amendments to our certificate of incorporation to immediately declassify our Board structure.
Our stockholders previously approved amendments to our certificate of incorporation to phase out the declassification of our Board by 2024; however, as the Board continues to evolve post-merger, it is our belief that declassification should be accelerated to 2022. The Board also believes that implementing annual elections for all directors would support the Company’s ongoing effort to adopt “best practices”.
Our Compensation Committee charter has also been updated to designate oversight of Human Capital Planning as a primary responsibility of its members, while oversight of Environmental, Social, and Governance (“ESG”) initiatives will be the responsibility of the Nominating and Corporate Governance Committee. Other Compensation-related updates include a biennial pay equity review and report to be provided to the Compensation Committee, an increase in the stock ownership requirement of the CEO and CFO from 5 and 4 times to 6 and 5 times, respectively, a twelve-month vesting requirement for Board member equity compensation, and the elimination of vested stock options from the ownership requirement of all Named Executive Officers.
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*Ethnic Diversity is defined as people who identify as being of Black, Latin-X, Asian, Indigenous, or other POC decent.
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HUMAN CAPITAL MANAGEMENT
As of December 31, 2021, we employed approximately 4,700 people worldwide, the majority of which are full time. Of these employees, approximately 4,320 are employed in North America (including Canada and Mexico) and approximately 380 are employed in the United Kingdom. We have collective bargaining agreements in portions of our Mexico-based operations representing approximately 1% of our worldwide employees. Approximately 87% of employees work in our 275 branch locations and additional drop lots, while 13% 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, as evidenced by the engagement survey results from Fall of 2021.
The Chief Human Resources Officer (“CHRO”), along with other members of our executive leadership team executes the Company’s human capital strategy. This includes attracting, hiring, developing, retaining, 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.
Whether at a branch location or onsite with our customers, we believe our people give WillScot Mobile Mini a comparative advantage in the industry. That differentiation begins with our values. 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 regulations as well as 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.
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 long-term stockholder value.
Trustworthy & Reliable: We hold ourselves accountable to do the right thing.
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.

Elements of Our Human Capital Strategy
In order to mitigate the disruptions in the labor force, experienced throughout the economy, in 2020 continuing into 2021, we took a holistic approach designed to meet our employees where they are at any stage of their lives. Our employee value proposition is simple: every day our employees deliver excellent service to our customers and WillScot Mobile Mini is committed to delivering an employee experience that creates opportunity and ensures dignity for every employee. Our involuntary turnover remains low, and the average tenure of our Drivers remains strong at 5 years, during a period where demand for Drivers is increasingly high. We believe that our strategy with the cornerstones of opportunity and personal dignity gives us an advantage over other companies. Our offerings are designed to benefit employees and their families, and we continue to develop best in class programs and services that are aligned to deliver targeted business outcomes that best fuel our growth trajectory. Through acquisitions, we believe that we have extended these benefits to a broader employee population while raising the operating standards in our industry. The following highlights a few of our programs.
Employee Engagement
We are committed to keeping our employees informed and engaged in Company news and events, while helping them connect to our strategy and values. We share information through a range of channels including direct email and text capabilities, an employee intranet, displays in our branches, and quarterly all-employee town halls. We actively engage with our employees in topics that impact their experiences at work. We work with an outside vendor to administer an annual employee engagement survey along with regular pulse surveys to give our teams an active voice on topics that impact them directly. Employee feedback is leveraged to shape policies, processes and other aspects of our workplace.
In October 2021, we conducted our first combined company Engagement Survey after the WillScot Mobile Mini merger. Roughly two-thirds of our employee population participated in the survey. Results were positive, with an overall engagement score of 74%. Our highest three attributes surveyed reflect how our values are being lived throughout the
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company: 1. I see how my work contributes to positive outcomes for our customers (85%); 2. My manager cares about me as a person (82%); and 3. People from all backgrounds are treated fairly (80%). Our lowest three attributes emphasize areas we intend to address going-forward: 1. Our systems, processes, and policies support getting our work done effectively (62%); 2. I see a path to advance my career in this organization (64%); and 3. The Company does a good job giving back to the communities where I live (64%). Given this information, we have launched several projects to enhance our business around these areas, including Project Fusion, which focuses on enhancements to our CRM applications, career mapping to show employees the possibilities for their career, and our Give Where You Live program, which provides employees opportunities to give their time, talent, or treasure to local organizations.
Survey questions were also categorized by Company core value. Our values of being “Devoted to Our Customers” and “Trustworthy & Reliable” scored highest, in terms of how well employees believe the Company is meeting these expectations. Our value of being “Community Focused” did not achieve that level of engagement, indicating an area we will continue to more actively address. In addition, seventy percent of employees indicated they were either unlikely to leave the company or undecided. When asked what attributes of our Human Capital philosophy most heavily influenced their answer, the top three items were: pay, work-life balance, and career advancement. We plan to focus future engagement activities on the “undecided” group, as we believe this group is open to learning more about our value proposition and what we have to offer them as an employer. The merger has provided employees with many new avenues to explore for their career. And with initiatives like our Driver Apprentice and Leadership Development programs, we are committed to ensuring employees see themselves and their careers growing with WillScot Mobile Mini.
Learning and Development
Human capital development underpins our efforts to execute our strategy and continue to develop our people, products and services. We continually invest in our employees’ career growth and provide all employees with a wide range of personal and professional development experiences, both formal and informal, for all stages of their career journey.
Our formal offerings include tuition reimbursement, a diverse curriculum of over 6,000 learning courses, vocational training, and leadership development experiences. Our foundational leadership development program, the LDP, combines skill building with an opportunity to put skills into practice. Since 2015, more than 500 of our team members have participated in this program. In 2019, we partnered with a leading graduate school to launch a targeted executive education program. And in 2021, we launched our new Driver Apprentice Program to provide development opportunities to anyone interested in becoming a Commercial Driver’s License (“CDL”) Class A driver for the company. This new program also created internal development opportunity for current employees to become trainers.
Continual learning and career development are advanced through our in-depth succession planning process where we look across the organization to ensure diversity and inclusion are at the forefront of our human capital management. We then transition into goal planning and development conversations with employees that are supported by our library of over 6,000 personal and professional development courses, customized training engagements and seminars, conferences, and other training events where employees are encouraged to attend in connection with their job duties and developmental goals.
Inclusion & Diversity (I&D)
We encourage and empower the diverse voices and contributions of our stakeholders to drive market expansion and global value. In 2021, we established and held the first meeting of our Inclusion & Diversity Council, a broad group of leaders from across the Company including our CEO, CFO, CHRO, CIO, Chief Administrative Officer, SVP Marketing & ESG, SVP Commercial, Divisional SVPs, as well as a cross-section of leaders from all areas of the business, to review and discuss strategies and initiatives central to our I&D efforts. We also launched five (5) Inclusiveness Resource Teams (“IRTs”): Women of WSMM (“WOW”), Black Organization for Leadership & Direction (“BOLD”), Veterans United, Hispanos, and People Respecting that Identity and Sexuality Matters (“PRISM”). IRTs are voluntary, employee-led groups that foster an inclusive and diverse workplace aligned with our values and strategy. These groups were established to support our employees and provide opportunities for exposure, development and contribution to the organization.
The tone for I&D in our Company starts at the top with our executives and is bolstered with support from our Board of Directors. 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). We have trained hundreds of leaders in our organization on Unconscious Bias and provided I&D e-learning opportunities to our employees.
Rewards, Health & Wellbeing
We crafted our Total Rewards strategy with a strategic focus on the health and wellbeing of our employees. We do this, in part, by ensuring competitive pay at every level of the organization. We employ internationally-recognized human capital consultant data to set and maintain pay ranges and pay levels across the organization. Incentives are designed to reward eligible employees commensurate with Company performance. Depending on the position,
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incentives may be either individually based (sales commissions), group-based (regional performance bonuses), or Company-based (corporate and executive employees).
The Compensation Committee of the Board approves executive compensation after consulting an independent third party, currently Pay Governance. Pay Governance takes peer group data and general market data into account, when providing pay guidance, to ensure executive pay is both competitive and reasonable, based on the prevailing market standards.
WillScot Mobile Mini’s approach to our benefits begins with a centralized focus on the employee. We use High Deductible Healthcare Plans to promote positive consumer behaviors and pay 70% of the cost of employee premiums. We mitigate the burden to the employee from these plans by seeding their Health Savings Accounts (“HSA”) at the beginning of the year, covering between 35% and 50% of employee deductibles. We also provide a biometric screening incentive in the form of an additional HSA contribution. HSA incentives are used to promote behaviors as needed, such as compliance with federal, state, and local COVID-19 requirements and guidance.
We have an Employee Assistance Program that includes a partnership with BetterHelp to provide counseling sessions for every employee as they are needed. Moving forward, we are putting much more focus on Wellness for employees. In early 2022, we began the process of introducing a partnership with a third-party platform to provide wellness activities, classes, and contests for employees and their families, as well as targeted offerings to support employees managing Diabetes and Musculoskeletal injuries.
Wellness doesn’t end with physical and mental health. We also offer several ways for our employees to feel prepared financially. At the time of merger, we elected to make our 401(k) program auto enrolled for all employees of the Company. After making this change, 401(k) plan enrollment for participants with a balance is up roughly 57%. Along with our 401(k) matching, we offer several educational services employees can use to strengthen their financial acumen. We provide short-term disability pay at 100% of annualized wages for approved cases, and support can last up to 26 weeks. We offer paid parental leave for those employees who expand their families, as well. Regardless of the hurdles our employees face we are prepared to support them through their major life events and times of need.
Minions of Kindness Fund (501(c)(3))
Our employees are doing their part to support each other as well. The Minions of Kindness (“MoK”) Fund is an employee-led 501(c)(3) organization that uses employee donations to support WillScot Mobile Mini employees in times of distress. The fund offers WillScot Mobile Mini employees the opportunity to link arms and make a difference for those in need. Since its inception in 2012, the fund has provided monetary aid to over 160 employees.
There are many ways to support the MOK Fund such as payroll deductions and one-time contributions. When an employee has a dire need, they will complete a request for assistance form found on our website at www.mokfund.org. All requests are handled in a confidential manner.
COVID-19 Safety Protocols
We follow US Centers for Disease Control and Prevention, Occupational Safety and Health Administration and/or applicable country, state, and local guidelines at the locations where we operate. We provide masks and hand sanitizer to our visitors, customers, and employees, as well as require adherence to appropriate social distancing practices. We have also enhanced cleaning/ sanitization protocols at our locations.
COVID-19 testing for employees is covered by our health insurance plans and we actively track key COVID metrics. Additionally, we are providing an incentive to our employees that choose to get vaccinated, as well as paid time off for vaccination and any side effects. We also meet all client requirements for site access or general compliance with their required COVID protocols. We remain flexible to the situation, and keep our employees informed of the current best guidance, as provided by professionals and experts.


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OUR APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
We are committed to upholding high standards when it comes to our environmental, social, and governance 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 relocatable assets that produce minimal waste. For decades, we have committed ourselves to circular economic practices to reuse as many of our assets as possible. Our Board of Directors, at the direction of its Nominating and Corporate Governance Committee, is actively involved in the development of our ESG strategy and approach. With their guidance, in 2020, we conducted an assessment of our readiness to pursue an ESG strategy with the goal of determining our focus areas and deploying a strategy by early 2022. Over the next several years, we will focus on numerous ESG-related initiatives including the following focus areas, which led to our formal ESG strategy roll out in late 2021 at our Investor Day, called “Delivering Opportunity”:
Focus Areas
Environmental
Our commitment to environmentally sound business practices includes three key areas of focus:
reducing greenhouse gas emissions as part of our operations;
reducing the amount of waste we deliver to landfills; and
improving the energy efficiency of our products.
Social
We are committed to socially responsible business practices throughout our operations. We have focused especially on improving diversity, equity, and inclusion throughout our organization, and on improving the communities in which we work. Our five areas of focus in this regard are to:
improve inclusion & diversity across the organization (as described in the above Human Capital Management section);
focus on community partnering across all our locations;
remain diligent in placing safety first, always;
improve health & wellness opportunities for all our employees (as described above); and
improve customer engagement & relations.
Governance
Continue to align our corporate governance structure with our ESG strategy
Improve the diversity of our Board of Directors and management

In the near term, we are pursuing the following five key strategic initiatives to drive increased benefits for our stakeholders. Please see our ESG Microsite for additional information on each topic at https://esg.willscotmobilemini.com. However, we are not including and information available through our website as a part of the Proxy Statement.

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Environmental

Circular Business Model (Materials)

We lease commercial grade office and storage units that are designed to be reused, relocated and reconfigured. We have best in class refurbishment capabilities for our office units. These assets are cycled to different customers, on average, seven times over their 20-year lifetime with a minimal refresh or get ready before each new cycle. Typically, in the second half of the product’s life, we complete a refurbishment, which can extend the asset life by another 10 years. With the cost of a full refurbishment at only 20-30% of the cost of a new unit, it’s more capital efficient to refurbish our units and it extends the life significantly.
Our newest office space, called FLEX, is a panelized product which means that the panels, or walls, can be reconfigured and reused, thus eliminating wood waste.
We also have world class modernization facilities to put our storage assets, which we acquire used, into service as a storage unit.
Value Added Products (“VAPs”) adds another dimension to our circular story because we are able to reuse, repair, and maintain VAPs that come off rent, which helps drive better margins and growth. In addition, putting VAPs into our circular business model significantly reduces material usage both for us and for our customers, who otherwise buy and dispose of their VAPs at the end of the project.
Circular by design, our lease and renew business model helps us to reduce material usage, emissions and costs, while helping our customers with their ESG goals.
Greenhouse Gas Emissions (Climate)
Our greenhouse gas footprint and risk are small, but we can still produce positive impacts that also directly align with cost efficiency and customer benefits. To reduce greenhouse gas emissions and other air quality impacts from our diesel-fueled delivery and setup fleet, we have begun the process of replacing older diesel truck engines with modern, efficient engines, and are working to test delivery trucks fueled by alternative fuel methods, including renewable natural gas and electric alternatives, among others. Over time, these efforts will help to reduce our fuel costs and risks, while also helping us secure contracts with like-minded customers.
Social
Safety
The protection of people and the environment is a core value at WillScot Mobile Mini. It is a key component of our Sales, People and Operational Excellence priorities. These priorities are the driving force that shapes who we are and what we do. WillScot Mobile Mini fosters an environment in which our employees feel empowered and choose to make the safest and best decisions possible. Safety extends beyond our branches and yards and includes travel and activities at customer sites.
Today, we believe we’re operating at the highest levels of safety and low levels of injury. In 2021, our Total Recordable Incident Rate (“TRIR”) was below one, which translates to keeping our employees very safe, and we remain committed to creating a zero TRIR culture. WillScot Mobile Mini leverages technology to assist our Drivers and other team members in the safety arena. In 2018, the Company created an assessment tool, our “Safety Save” application, that tracks employee safety engagement and measures the number of safety engagements as our team members complete them. Any employee is encouraged to complete a safety assessment on an observation of a task, tool, behavior, or other condition during working duties. Use of the Safety Save application is just one manner we use to manage safety leadership at all levels. Further, WillScot Mobile Mini uses and is expanding a vehicle/truck-based camera system used to improve driving behaviors.
Lastly, the Company maintains a robust safety assessment program that drives increased focus to our Health & Safety core value by providing increased visibility. Our goal is to help each team member succeed and enjoy a safe working experience. Who we are as people ultimately defines what we are as a business, and safety is everyone’s responsibility.
Community
Community engagement is at the heart of our business. Due to our scale, we’re able to bring new engagement opportunities to our entire workforce. Post-merger, we continued the giving culture established at Mobile Mini. However, we continue to make efforts to expand our giving and outreach beyond the Phoenix, Arizona area. We are scaling our outreach consistent with our distributive business model. Our reach as a company gives us the ability to support all the communities in which we work and live. The following represents highlights of our giving approach.
Give Where You Live – In late 2021, we launched our giving platform called Give Where You Live, in which employees can partner with the local charity of their choice across all 275 of our locations in the way that is most
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meaningful to them. We leverage technology via a charitable giving application, to engage our workforce. We encourage our employees to give their time, talent and/or treasure locally to organizations furthering our core four causes of Shelter, Hunger, Education, and Health & Wellness. We have expanded our existing company match program and have created a volunteer rewards program to encourage increased volunteerism globally. Within the first few months of use, we had over 600 donors in three countries support nearly 300 causes with over $57,000. We have also tracked nearly 800 volunteer hours through the platform. And our Inclusiveness Resource Teams support our community-focused values through raising funds on the platform and providing volunteer opportunities that are meaningful to the populations that they represent. As an example, our BOLD IRT recently raised over $5,000 for the Martin Luther King Jr. Center for Nonviolent Social Change as part of its Black History Month activities. The Company match fund was applied for a total donation of $10,000.
We also partner with several national and local organizations such as Habitat for Humanity and Playworks, Arizona. We have partnered with Habitat for Humanity for over 16 years to provide in-kind donations and physical and monetary support to help families build and improve places to call home. Local branches are able to make an impact with local Habitat for Humanity affiliates by donating containers for up to seven months during a neighborhood build. To date, we have delivered just under $8 million in value to Habitat for Humanity, and we are committed to our future as partners. We have supported Playworks for over nine years now in a variety of volunteer opportunities. Playworks teaches kids the social and emotional power of safe and healthy play. We currently have two employees serving on the Advisory Board of Playworks, Arizona and our organization has raised over $116,000 through multiple fundraisers.
Governance
Good governance enables everything we do. After the WillScot Mobile Mini merger, our combined Board of Directors created a roadmap to transition the Company’s governance practices. We modified the charter of our Nominating and Corporate Governance Committee to establish an ESG initiative, and to provide oversight for that initiative. Our Audit Committee reviews the Board of Directors’ and the Company’s activities to assess enterprise risks and develop plans to mitigate those risks. The committee considers a variety of potential risks that may affect the Company, including the competitive and macroeconomic landscape, cybersecurity, environmental health and safety, statutory/regulatory compliance, ESG risks, and ability to scale human capital and business systems for future growth.



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STOCKHOLDER ENGAGEMENT
The opinions and guidance of our stockholders are of the utmost importance. We are stewards of the Company, acting on behalf of our stockholders and stakeholders. We do not act without the backing of our Board of Directors or input from our investors. To that end we have an aggressive strategy of investor outreach, whereby we seek to gather the views of investors and to share knowledge regarding our business operations, strategy, and practices.
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. including outreach from the Chairman of the Board and our Lead Independent Director. We believe stockholder feedback is vital, and we value the feedback we receive from these engagements. 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.
Supplementing the consistent engagement of our management team with our investors, over the past twelve months our Chairman, Lead Independent Director, and Compensation Committee Chair engaged directly with approximately 32% of our top institutional stockholders, conducting meetings to solicit input and feedback on our governance practices. Many stockholders expressed that they were continuously impressed by our Board, and they continue to be supportive of our directors and management. Additionally, our stockholders have stated that they have a clear picture of the direction of the Company. It is our view, and the view of our stockholders, that alignment between stockholders and our Board, officers, management team is critical for the continued success and profitability of the Company.
The Company hired an independent consulting firm to conduct an Investor Perception Study of the Company. Some of the key takeaways included certain stockholders and analysts commending the Company’s ability to consistently hit its targets while also navigating a difficult macroeconomic landscape, noting continued confidence in the Company’s operational execution. The Company is viewed as effective in allocating capital, particularly in our ability and track record of identifying value creating acquisition targets and effectively executing on acquisitions. Several of our stockholders gave strong recognition to our management team’s history of operational excellence, which continues to be a key factor of investor confidence in the Company. Overall, many stockholders and equity research analysts view WillScot Mobile Mini as a well-managed and best of breed company. As a Company, we will continue to expand on our strengths and improve in areas our management team and stockholders identify as areas for improvement and opportunity.
The following table details specific stockholder engagement by our Chairman, Lead Independent Director, and Compensation Committee Chair in 2021 and 2022 representing roughly one-third of share ownership:
FIRM NAMERANKMEETING TIMING
% O/S(1)(2)
The Vanguard Group, Inc.1July 20219.1
Fidelity Management & Research Company LLC2December 20215.8
JP Morgan Asset Management4June 2021, December 20212.9
Eminence Capital, LP5June 20212.9
ClearBridge Investments, LLC6December 20212.7
Franklin Mutual Advisers, LLC7December 20212.7
Capital World Investors10January 20221.9
Geode Capital Management, L.L.C.13February 20221.7
Jennison Associates LLC36June 20210.8
Rubric Capital Management LP54June 20210.6
TimesSquare Capital Management, LLC61June 20210.4
State Teachers Retirement System of Ohio97June 20210.2
% of Share Position Covered via Meeting  31.7%
% of ownership
(1)Per 13F filings, as of December 31, 2021
(2)Total Share Position Covered via Meeting was roughly 70.9 million shares

Our current Board members hold, combined, roughly 6.2 million shares, post the exiting of TDR representatives from our Board. We believe this provides a high degree of alignment between our Board and our stockholders. We welcome all stockholders to engage with us in the future, whether at a scheduled meeting or by contacting Nick Girardi at investors@willscotmobilemini.com.
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RECENT LEADERSHIP UPDATES
2021 marked the first full year for WillScot Mobile Mini as a combined company. Building from the combined strengths of the legacy firms, we are leveraging our scale and expertise to win locally. We manage 121 million square feet of relocatable space across North America and are a top competitor in the United Kingdom. With a substantial fleet, we compete with greater scale, greater refurbishment capabilities, and greater reach than any of our competitors. Our strategy allows us to do all of this, while diversifying our customer group, such that no one customer makes up more than two percent of our revenue. Key to this strategy, and our ultimate success, has been the steadfast leadership of the Company.
With the resignation of Kelly Williams in July 2021 and the impending expiration of Mr. Soultz’ employment agreement set for July 2022, the Board and the Compensation Committee acted to further secure the Company’s leadership team, which includes our CEO, CFO and the top 20 leaders of the Company. Agreements for these 20 were reviewed and modified, where necessary, to ensure alignment with our guidance to investors as laid out at our Investor Day on November 8, 2021. On September 8, 2021, we announced the decision to extend the employment contracts for Messrs. Soultz and Boswell through March and July 2026, respectively.
Regarding the contract extensions of both Messrs. Soultz and Boswell, we engaged certain of our institutional investors in developing the recommended contract amendments as well as the performance-based awards. The extensions and rewards were reviewed, at a high-level for structure and framework. Following the announcement of the contract extensions, we again reached out to our investors to ensure they were still supportive of the changes. All feedback received was positive and encouraging.
Since stepping into the respective roles of CEO and CFO, Messrs. Soultz and Boswell have consistently delivered on commitments made to stockholders. Since 2017, our revenue has increased at a rate of four times, adjusted EBITDA(1) has increased by a multiple of six, and the Company’s market cap has increased over ten times, as of the date of this document. The leadership provided by both Mr. Soultz and Mr. Boswell was directly integral to the Company’s success to date. In fiscal 2021, the Company continued its growth trend by adding 38.6% and 39.6% to revenue and adjusted EBITDA(1), respectively.
Management also led the post-merger integration of operations and support organizations between WillScot and Mobile Mini, successfully migrating the legacy WillScot business to Mobile Mini’s world-class SAP ERP system in May 2021. Even with operational headwinds created by the pandemic and newly developing challenges such as supply and labor shortages, Company leadership has guided our strategy and resource allocation in a way that not only maintains our operational efficiency but we believe also provides opportunity to push growth and success.
As part of the extensions, the Board approved additional performance-based long-term incentive grants tied directly to adding stockholder value over the extended employment period. These performance-based awards are in line with our executive compensation philosophy. More than half of our executive pay is pay at risk. This philosophy is reinforced both by performance and market analysis. Prior to and after announcing the extensions and awards, the Board Chairman and Lead Director engaged in investor outreach and consulted with corporate governance and compensation experts. We continually seek stockholder feedback on our compensation program and ensure our pay actions align with the business objectives and the generation of stockholder value.
The performance-based grants have no intrinsic value at grant (meaning there is no benefit to Messrs. Soultz or Boswell at the time of grant) and do not become eligible to vest unless the Company’s share price reaches at least $42.50 for 60 consecutive trading days, during the performance period. The price of the stock at the date of grant was $28.50. The performance-based grants begin to qualify for vesting at $42.50 per share, with maximum earning potential if the share price exceeds $60.00 per share during their respective contract extension periods. The grants qualify for vesting once the minimum $42.50 share price threshold is achieved over their respective employment contract periods. At the maximum vesting level, the total value that the executives would realize from the grants would represent approximately 100 basis points of the incremental market cap from the value created after the grant date, with Mr. Soultz receiving 750,000 shares and Mr. Boswell receiving 583,334 shares. Both Messrs. Soultz and Boswell must remain employed by WillScot Mobile Mini for the full period of their respective contracts for these shares to vest and be paid out, regardless of when the performance goals are met.
FW Cook advised the Board in the development of these performance-based awards, and the Board reached out to certain investors to understand investor sentiment on the general performance-based structure of the grants and employment extensions, prior to extending the employment agreements and granting the awards.

(1) Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. For a discussion of our use of non-GAAP financial measures, including a reconciliation of (i) Adjusted EBITDA to net income (loss) and (ii) Free Cash Flow to net cash provided by operating activities, please see the “Reconciliation of Non-GAAP Financial Measures” section beginning on page 52 in Item 7 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

15



CORPORATE GOVERNANCE
Members of our Board of Directors
Committee Membership
Name and Principal OccupationAgePosition
Term Expires(3)
AuditComp.Nom. / Gov.
Mark S. Bartlett(2)
71Director (Class III)2023x
Certified public accountant
Erika T. Davis(1)(2)
Senior Vice President and Chief Human Resources Officer, Performance Food Group
58Director (Class II)2022X
Sara R. Dial(2)
58Director (Class I)2024x
President and CEO, Sara Dial & Associates
Jeffrey S. Goble(1)(2)
61Director (Class II)2022xx
Managing Partner of Mockingbird Capital, LLC
Gerard E. Holthaus(2)
72Lead Independent Director (Class I)2024x
Lead independent director
Rebecca L. Owen(2)
Chair of the Board, Battery Reef, LLC
60Director (Class I)2024xx
Kimberly J. McWaters(2)
57Director (Class I)2024x
President and CEO, Fresh Start Women’s Foundation
Erik Olsson59Non-Independent Chairman of the Board (Class III)2023
Chairman of the Board
Jeff Sagansky(1)(2)
70Director (Class II)2022x
Eagle Equity Partners
Bradley L. Soultz52Non-Independent Director (Class III)2023
CEO of Company
Michael W. Upchurch(2)
61Director (Class III)2023x
Executive Vice President and Chief Financial Officer for Kansas City Southern
(1) Director standing for re-election at the Annual Meeting, in the event Proposal 4A is not approved
(2) Independent Director
(3) If Proposal 1 is approved by Stockholders, then all terms will expire in 2022 and all Directors will stand for re-election.
() Chairperson of the committee
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Information about our Board and Committees
MembersIndependent MembersMeetings During Fiscal Year 2021
Full Board1198
Audit Committee447
Compensation Committee554
Nominating and Corporate Governance Committee555


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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 26 of this proxy statement.
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.
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 for 2021:
Pay ElementWho ReceivesWhen GrantedForm of DeliveryType of PerformancePerformance PeriodHow Payout Determined
2021(1) Performance Measures
Base SalaryAll named executive officersBi-weeklyCashShort-term emphasis (fixed)Bi-weeklyPre-established at each payroll dateIndividual
Short-Term Cash Incentive (“STIP”)All named executive officersAnnuallyCashShort-term emphasis (variable)1 yearPre-established formulaAdjusted EBITDA, Lease Revenue Delivered, VAPSRevenue Delivered
Performance-Based RSUs(2)(3)
All named executive officersAnnuallyEquityLong-term emphasis (variable)
3 years
(cliff vesting)
Pre-established formulaRelative TSR vs. S&P MidCap 400 Index
Time-Based RSUs(4)
All named executive officersAnnuallyEquityLong-term emphasis (variable)
4 years
(ratable annual vesting)
Stock price at each vesting dateStock price
(1) “EBITDA”, defined as Earnings Before Interest, Taxes, Depreciation, and Amortization; “VAPS” defined as Value Added Products and Services
(2) The 2021 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(3) Performance-Based RSUs made up 60% of the target value of long-term incentives for the CEO, CFO, CHRO, and GC and 50% for all other NEOs.
(4) Time-Based RSUs made up 40% of the target value of long-term incentives for the CEO, CFO, CHRO, and GC and 50% for all other NEOs.


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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 NEOs and a summary of the actions our Compensation Committee took during 2021 are set forth below.
Compensation ComponentLink to Business and Talent Strategies2021 Compensation Actions
Base SalaryCompetitive base salaries help attract and retain executive talent.Merit based increases for 2021, ranging from 3.3% to 14.3%, to reflect role and responsibility changes and increases, respectively; strong Company performance; and for improved alignment with market compensation levels.
Short-Term Cash Incentive (“STIP”) CompensationFocus executives on achieving annual financial results that are key indicators of annual financial and operational performance.Named executive officers earned annual cash incentive awards valued at 149.7% of target (Adjusted EBITDA payout above target; Lease Revenue Delivered and VAPS Revenue Delivered above target).
Long-Term Equity Incentive Compensation
2021 annual equity-based awards consisted of Performance-Based RSUs and Time-Based RSUs.
Performance-Based RSUs are measured based on a 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 Performance-Based RSU awards for CEO and CFO
The equity award mix, based on the grant date fair value, consisted of 60% Performance-Based RSUs and 40% Time-Based RSUs for CEO, CFO, CHRO, and GC; and 50% Performance-Based RSUs and 50% Time-Based RSUs for all other named executive officers.
For the CEO: the long-term incentive mix was adjusted at the time of the contract extension in September 2021 to consist of 70% Performance-Based RSUs and 30% Time-Based RSUs.
Performance-Based RSUs are subject to a 3-year performance period (2021 – 2023).
Time-Based RSUs vest over four years, in equal annual installments.
Special Performance-Based RSUs vest based on series of stock price achievements through 2025

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Pay Mix
It remains our firm belief that the compensation of our most senior executives should be based on our overall performance. A significant portion of our executives’ pay is incentive-based and therefore at risk. In 2021, as shown in the following chart, performance-linked components (Annual Performance Bonus (“STIP”) and long-term incentive compensation) were 94% 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 70% of the average target total direct compensation opportunity for the other named executive officers.

https://cdn.kscope.io/6bf630434242c2649304e3d68baed517-imagea.jpg
(1) “Long-Term Incentives” are inclusive of the performance-based long-term incentive awards granted to the CEO and CFO in September 2021.



For specific details about our executive compensation program, please refer to the CD&A.


20


PROPOSAL 1 – APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS AND TO PROVIDE FOR THE IMMEDIATE ANNUAL ELECTION OF DIRECTORS

Proposal Snapshot
What Am I Voting On?
The Board seeks your approval to amend the Company’s A&R Charter to declassify the Board and provide for the annual election of directors on an immediate basis
Voting Recommendation: FOR the approval of the amendment to the Company’s A&R Charter to declassify the Board and provide for the annual election of directors on an immediate basis

After continued evaluation of our corporate governance practices and careful consideration of views held by the investment community, our Board of Directors has unanimously determined that it would be advisable and in the best interests of the Company and our stockholders to amend the Company’s A&R Charter to declassify our Board of Directors and to provide for the annual election of directors on an immediate basis, as described below. We believe this amendment reflects our commitment to good corporate governance and better aligns our governance process with what is considered to be governance best practices by the investor community.
The Board of Directors is asking you to approve the amendment to our A&R Charter to eliminate a classified board from the A&R Charter and to provide that all members of the Board stand for election at the annual meeting.
Background and Rationale for the Declassification of Our Board of Directors
Our proxy statement for our 2021 annual meeting of stockholders included a proposal for our stockholders to approve an amendment to the A&R Charter to declassify the Board of Directors on a phase-out basis through 2024. At the 2021 annual meeting of stockholders, the stockholders approved the amendment, and the Company filed a certificate of amendment with the Secretary of State of the State of Delaware amending the Company’s A&R Charter to effect the phased out declassification of the Board. As amended, the A&R Charter called for declassification of the Board on a phase out basis, with the Board ceasing to be classified by the Company’s 2024 annual meeting.
At its October 2021 meeting, the Board took further action by approving, declaring advisable, and recommending that our stockholders vote and approve a further amendment to the A&R Charter to declassify the Board and provide for the annual election of directors on an immediate basis. We are asking you to approve the amendment to our A&R Charter to eliminate the classified Board, effective at this year’s meeting.
Our Board is committed to good corporate governance. As we have continued our development as a seasoned public company, our Board has conducted a review of corporate governance matters, including the current phase out of its classified board structure.
After carefully weighing all relevant considerations, our Board has unanimously approved the amendment to the Company’s A&R Charter.

Description of the Proposed Amendment
The proposed amendment to the Company’s A&R Charter would eliminate the classified board structure and provide for the annual election of all directors on an immediate basis beginning at this Annual Meeting. If the amendment is approved at the annual meeting, we will file a certificate of amendment setting forth the amendment with the Secretary of State of Delaware to effect the declassification of the Board during the annual meeting and provide for the annual election on an immediate basis of all director nominees named in Proposal 4A (see “Proposal 4A-Election of Directors if Proposal 1 is Approved”). We intend to make this filing before the vote is taken to elect directors at the annual meeting so that, if the declassification amendment is adopted, it will be effective when the vote is taken to elect directors. Additionally, director nominees currently serving in Class I and Class III will tender contingent resignations from their current terms, conditioned upon the filing of the declassification amendment with the Secretary of State of the State of Delaware. As a result, if the declassification amendment is approved, the 11 members of the current Board will stand for re-election at the Annual Meeting on June 3, 2022 and, if elected, will serve for terms expiring at the 2023 annual meeting of stockholders. Conversely, if the amendment is not approved, then the phase out process for declassification of the Board, as currently stated in the Company’s A&R Charter, will remain in place. If the amendment is not approved (see “Proposal 4B-Election of Directors if Proposal 1 is not Approved”), then three members of the current Board will stand for re-election at the Annual Meeting and, if elected, will serve for terms expiring at the 2024 annual meeting of stockholders. This declassification amendment would not change the number of directors or the Board’s authority to change that number and to fill any vacancies or newly created directorships.
Under Delaware law, directors of companies that have a classified board may be removed only for cause, unless the certificate of incorporation provides otherwise, and directors of companies that do not have a classified board may be removed with or
21


without cause. Therefore, if the proposed amendment to the A&R Charter are approved by our stockholders, upon the effectiveness of the amendment, each director may be removed with or without cause from and after the 2022 Annual Meeting.
Complete Text of the Proposed Declassification Charter Amendment
The general description of the proposed amendment set forth above is qualified in its entirety by reference to the full text of the proposed amendment to the A&R Charter constituting the declassification amendment attached to this Proxy Statement as Annex A.
Vote Required
The affirmative vote of the holders of a majority of the voting power of the then outstanding shares of Common Stock is required to adopt the proposed amendment. Accordingly, abstentions and broker non-votes will have the same effect as votes against the proposal. If the stockholders approve the proposed amendment, the amendment to the A&R charter will become effective upon the filing of a Certificate of Amendment to the A&R Charter setting forth the proposed amendment with the Delaware Secretary of State, which the Company expects to file during the Annual Meeting and prior to the vote on the election of directors. If the proposed amendment is not approved, then the Board of Directors will remain classified albeit on a phase out basis, with the Board ceasing to be classified by the time of the Company’s 2024 annual meeting.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal 1.


22


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, 2022.
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 2022 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 2021, 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:
20212020
Audit(a)
$4,333,311 $
3,466,086 
Audit-Related$212,767 $40,080 
Tax Compliance(b)
$$45,000 
Tax Planning(c)
$163,139 $257,145 
All Other$$
(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 affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the matter is required to ratify our independent registered public accounting firm. Abstentions will have the same effect as votes against the proposal and broker non-votes will have no effect on the proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal 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 2021 Annual Report (as defined herein).
By the members of the Audit Committee as of February 21, 2022 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.


24



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.
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 2021. 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 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 affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock present in person or represented by proxy at the meeting and entitled to vote on the matter is required to provide advisory approval of the compensation paid to our named executive officers as described in this proxy statement. Abstentions will have the same effect as votes against the proposal and broker non-votes will have no effect on the proposal.
The Board of Directors Unanimously Recommends That You Vote FOR Proposal 3.



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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis, or "CD&A," section describes the material elements of our executive officer compensation program and policies for 2021, and the principles and objectives of our decisions with respect to 2021 compensation for our named executive officers.
Executive Officers Covered by this Compensation Discussion and Analysis
Consistent with prior years and in 2021, we provide information regarding our compensation policies and decisions relating to our Chief Executive Officer (“CEO”), President and Chief Financial Officer (“CFO”), Chief Human Resources Officer (“CHRO”), Chief Legal Officer & Secretary (“CLO”), Chief Accounting Officer (“CAO”) and our former President and Chief Operating Officer. We refer to our CEO, our CFO and the other current executive officers for whom disclosure is required and our former President and Chief Operating Officer 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 2021 and their titles are listed in the following table:
NameAgeTitle
Bradley L. Soultz52Chief Executive Officer (CEO)
Timothy D. Boswell43President and Chief Financial Officer (CFO)
Hezron T. Lopez50Chief Human Resources Officer (CHRO)
Christopher J. Miner50Chief Legal Officer and Secretary (CLO)
Sally J. Shanks45Chief Accounting Officer (CAO)
Kelly Williams(1)
51Former President and Chief Operating Offer (COO)
(1) Mr. Williams served as President and Chief Operating Officer from January 1, 2021 until his departure on July 31, 2021.
Executive Officer Biographies
Bradley L. Soultz 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 of 2017, he served as President and CEO of WSII. 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.
Timothy D. Boswell Mr. Boswell became our Chief Financial Officer in November 2017 upon the completion of the Williams Scotsman carve-out transaction (formerly Algeco Scotsman). Tim was previously Vice President, Finance and Treasurer of Williams Scotsman International, where he was responsible for the company’s North American finance, strategy and IT functions. He also previously served as the company’s Vice President of Strategy and Business Development, where he was responsible for the development and execution of strategic initiatives and for pricing, value-added products and services, and marketing. Prior to joining Algeco Scotsman in June 2012, Tim was a Vice President of Sterling Partners, a Chicago-based private equity firm with $4 billion of assets under management, with responsibilities for principal investing and portfolio company management. Earlier in his career he worked at Banc of America Capital Investors, Edgeview Partners, and Bear, Stearns & Co. Tim holds a Bachelor of Science degree in Economics and Psychology from Davidson College and a Master of Business Administration degree from the Darden School of Business at the University of Virginia.
Hezron T. Lopez Mr. Lopez served as Vice President, General Counsel and Corporate Secretary of WillScot from June 2019 up and until the merger with Mobile Mini and now serves as Chief Human Resources Officer of WillScot Mobile Mini. He joined WillScot after having served from 2012 to 2018 as Senior Vice President, General Counsel and Corporate Secretary of Herman Miller, Inc. (Nasdaq: MLHR), a manufacturer of home and office furniture. From 2008 to 2012, Mr. Lopez served as Associate General Counsel and Head of Mergers & Acquisitions, Commercial and International for A.O. Smith Corporation (NYSE: AOS), a manufacturer of water heating equipment and water treatment products. Hezron holds a Bachelor of Science degree in City & Regional Planning from California Polytechnic State University, San Luis Obispo, and a Juris Doctor degree from the Indiana University Maurer School of Law.
Christopher J. Miner Mr. Miner has been the Chief Legal Officer of WillScot Mobile Mini since the merger with Mobile Mini, which he joined as General Counsel in 2008. Mr. Miner is responsible for the company’s legal strategy including acquisitions, litigation, compliance, safety, real estate, and corporate operations. He supports the Board of Directors in developing and maintaining best practices for corporate governance. Prior to joining Mobile Mini, Mr. Miner was a partner at DLA Piper, representing corporate and financial institutions in mergers and acquisitions, securities and corporate governance. He began his legal career at Davis Polk in New York and Europe. He also serves on the board of A New Leaf, a provider of emergency
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shelter and services to those suffering from domestic violence and homelessness, as well as on the board of Desert Financial Credit Union. Mr. Miner received his Bachelor of Arts degree and Juris Doctor degree from Brigham Young University.
Sally J. Shanks Ms. Shanks has served as our SVP, Chief Accounting Officer since Sept 2017 and is responsible for the Company’s accounting, reporting and tax functions. Ms. Shanks joined WillScot Mobile Mini from Merkle Inc., a global technology-enabled performance marketing agency, where she served in various financial leadership roles from 2009 - 2017, including Senior Vice President, Accounting & Treasury. Prior to that she held the role of Director of Accounting and Reporting for Laureate Education. Ms. Shanks started her career with PricewaterhouseCoopers and holds a bachelor’s degree in accounting from Providence College.

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.
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 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 Determined2021 Performance Measures
Base SalaryAll named executive officersBi-weeklyCashShort-term emphasis (fixed)Bi-weeklyPre-established at each payroll dateIndividual
STIPAll named executive officersAnnuallyCashShort-term emphasis (variable)1 yearPre-established formulaAdjusted EBITDA, Lease Revenue Delivered, VAPS Revenue Delivered
Performance-Based RSUsAll named executive officersAnnuallyEquityLong-term emphasis (variable)
3 years
(cliff vesting)
Pre-established formula
Relative TSR vs.
S&P MidCap 400 Index
Time-Based RSUsAll named executive officersAnnuallyEquityLong-term emphasis (variable)
4 years
(ratable annual vesting)
Stock price at each vesting dateStock price






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Key 2021 Compensation Actions
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 2021 are set forth below.
Compensation ComponentLink to Business and Talent Strategies2021 Compensation Actions
Base SalaryCompetitive base salaries help attract and retain executive talent.Merit based increases for 2021, ranging from 3.3% to 14.3%, to reflect role and responsibility changes and increases, respectively; strong Company performance; and for improved alignment with market compensation levels.
Short-Term Cash Incentive (“STIP”) CompensationFocus executives on achieving annual financial results that are key indicators of annual financial and operational performance.Named executive officers earned annual cash incentive awards valued at 149.7% of target (Adjusted EBITDA payout above target; Lease Revenue Delivered and VAPS Revenue Delivered above target).
Long-Term Equity Incentive Compensation
2021 annual equity-based awards consisted of Performance-Based RSUs and Time-Based RSUs.
Performance-Based RSUs are measured based on a 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 Performance-Based RSU awards for CEO and CFO
The equity award mix, based on the grant date fair value, consisted of 60% Performance-Based RSUs and 40% Time-Based RSUs for CEO, CFO, CHRO, and GC; and 50% Performance-Based RSUs and 50% Time-Based RSUs for all other named executive officers.
For the CEO: the long-term incentive mix was adjusted at the time of the contract extension in September 2021 to consist of 70% Performance-Based RSUs and 30% Time-Based RSUs.
Performance-Based RSUs are subject to a 3-year performance period (2021 – 2023).
Time-Based RSUs vest over four years, in equal annual installments.
Special Performance-Based RSUs vest based on series of stock hurdles through 2025.




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Pay Mix
It remains our firm belief that the compensation of our most senior executives should be based on our overall performance. A significant portion of our executives’ pay is incentive-based and therefore at risk. In 2021, as shown in the following chart, performance-linked components (Annual Performance Bonus (“STIP”) and long-term incentive compensation) were 94% 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 70% of the average target total direct compensation opportunity for the other named executive officers.
https://cdn.kscope.io/6bf630434242c2649304e3d68baed517-imagea.jpg

(1) “Long-Term Incentives” are inclusive of the performance-based long-term incentive awards granted to the CEO and CFO in September 2021.

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 2021, performance-linked components (STIP and long-term incentive compensation) were 87% 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.
CEO & CFO Performance-Based Awards
At the time of the merger in 2020, both Brad Soultz and Kelly Williams’ employment contracts were set to expire after two years (July 2022). In February of 2021, the company announced that Kelly Williams would be resigning from his position as President and Chief Operating Officer in July of the same year. Mr. Williams’ transition, the successful completion of key integration milestones, and strong alignment around our long-term strategy created a natural opportunity to extend employment agreements and secure our Company’s leadership team.
As validation of the decision to extend the CEO and CFO employment agreements, along with the granting of the performance-based long-term incentive awards, we engaged with certain of our institutional investors. We reviewed the extensions and rewards, at a high-level for structure and framework, with investors and their purpose to maintain the continuity of leadership as we continue to pursue our growth strategy. Following the announcement of the contract extensions, we contacted the same investors to follow up and ensure their support of the actions we took. All feedback that we received was positive and encouraging.
These performance-based long-term incentive awards provide no material upside without significant benefit to stockholders. The price at the time of grant was $29.32. The performance-based grants had no intrinsic value at grant and would not become eligible to vest unless the Company’s share price reaches at least $42.50 during the performance period. The performance-based grants begin to qualify for vesting at $42.50 per share, with maximum earning potential if the share price exceeds $60.00 per share during their respective contract extension periods.
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Whether the stock grants vest is based on the 60-day average closing price (not a single day) at four distinct dates (i.e., after we release our third quarter results in 2022, 2023, 2024, and 2025). Both our CEO and our CFO must remain employed through the end of the 60-day review period following the release of our third quarter results in 2025 to receive payouts, regardless of when goals are met. The nature of the grants explicitly aligns executive and stockholder interest.
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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 do (ü)
 
We do not (X)
ü
Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation
ü
Actively solicit feedback from our stockholders on compensation and governance matters
 XOffer compensation-related tax gross-ups
ü
Have pre-established performance goals that are aligned with creation of stockholder value
ü
Have Board oversight of ESG and other sustainability matters
 XAllow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees
ü
Conduct annual market comparison of executive compensation against a relevant peer group
ü
Elect directors by majority vote
 XAllow pledging of our securities by directors, officers or other employees
ü
Have double-trigger vesting for equity awards in the event of a change in control
ü
Grant the Board and each committee express authority to retain outside advisors
 XPay dividends on unearned performance-based awards
ü
Have an equity plan dilution within market practices
ü
Split the roles of Chairman and Chief Executive Officer
 XPay dividends on unvested Time-Based awards
ü
Have robust stock ownership guidelines for executives and Directors that reinforce alignment with stockholders
ü
Perform annual Board and committee self-evaluations
 XGrant stock options with exercise prices less than the fair market values of our common stock on the grant date
ü
Have a clawback policy that authorizes recovery of cash and equity incentive compensation
ü
Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines
 XReprice 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 management
 XProvide reload provisions in any stock option grant
ü
Mitigate undue risks, particularly by annual review of plans, policies and practices
ü
Have a Nominating and Corporate Governance Committee with oversight over the Company’s governance framework
 XProvide defined benefit pension plans for executives
ü
Have an independent compensation consultant advising the Compensation Committee
ü
Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee
 XHave any significant perquisites
ü
Have a plan to eliminate the classified board structure by 2024 and potentially this year
   
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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 provide governance oversight for 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 – Now Pay Governance
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
For 2021, FW Cook acted as our independent advisor though October; at which point, the Committee appointed Pay Governance as its independent advisor.
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 its independent consultant, 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 2021, 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. The following companies comprised our 2021 peer group:
ABM Industries
McGrath RentCorp
Air Lease Corporation
Ritchie Bros. Auctioneers Incorporated
Americold Realty Trust
Service Master Global
Duke Realty Corporation
Stericycle, Inc,
Extra Space Storage, Inc.
Terminix Global Holdings, Inc.
GATX Corporation
Triton International Limited
H&E Equipment Services, Inc.
UniFirst Corporation
Herc Holdings Inc.
United Rentals, Inc.
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 late 2021, the Committee approved the following peer group based on counsel from its new independent compensation consultant, Pay Governance:

Ecolab Inc.
Air Lease Corporation
Republic Services, Inc.
Herc Holdings Inc.
United Rentals, Inc.
UniFirst Corporation
Cintas Corporation
Lamar Advertising Company (REIT)
Iron Mountain Incorporated
Triton International Limited
GFL Environmental Inc.
Extra Space Storage Inc.
Clean Harbors, Inc.
GATX Corporation
Stericycle, Inc.
Duke Realty Corporation
Americold Realty Trust
CubeSmart

The Committee determined this new peer group (inclusive of prior group members listed above in bold) to be more similarly sized and better suited to the purposes of the Committee for comparison purposes. The group reflects the complexities of our business beyond that of a typical general rent organization, including our long-duration lease portfolio and emphasis on and expertise developing turnkey space and storage solutions. Our business also uses long-lived assets, due to our ability to lease a unit, renew and refurbish it upon return, and reuse it up to seven times over a 20- to 30-year period. Finally, as we continue to scale and grow our business, we updated the peer group to include larger peers than we had included in the past. We anticipate all 2022 compensation decisions will use this group for benchmarking purposes.
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2021 Named Executive Officer Compensation Elements In Detail
Base Salaries
Base salary represents the 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 2021 base salaries for the NEOs who remained in service on the last day of the year:
Executive Officer2021 Base Salary2020 Base SalaryYear Over Year Change
Bradley L. Soultz$900,000$850,000
5.9%
Timothy D. Boswell$600,000$525,000
14.3%
Hezron Timothy Lopez$465,000$425,000
9.4%
Christopher Miner$465,000$450,000
3.3%
Sally J. Shanks$345,000$320,100
7.8%
Kelly Williams$700,100$700,100
0%
The Compensation Committee approved the changes in NEO base salaries for 2021 based on an assessment of individual performance and to better align with market compensation levels on a post-merger basis as well as the expanded responsibilities due to the post-merger integration.
Short Term Incentive Plan
Our annual STIP rewards employees for achieving critical business and financial goals that are key indicators of operational performance. 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, based on performance relative to the performance goals, as determined by the Compensation Committee.
2021 STIP Target Award Percentages
For 2021, 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 Officer2021 Target Percentage of Base Salary2020 Target Percentage of Base SalaryYear Over Year Change
Bradley L. Soultz150%125%25%
Timothy D. Boswell125%75%50%
Hezron Timothy Lopez75%75%0%
Christopher Miner75%75%0%
Sally J. Shanks50%40%10%
Kelly Williams100%100%0%
The Compensation Committee reviews our STIP opportunities each year to ensure that they are competitive. The Committee made the changes to Mr. Soultz’s, Mr. Boswell’s and Ms. Shanks’ target 2021 STIP percentages to better align with market compensation levels.
2021 STIP Performance Goals and Actual Performance
The Compensation Committee undertook a rigorous review and analysis to establish the 2021 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.
The Compensation Committee determined the 2021 STIP awards for our named executive officers using the following framework:
Base SalaryXTarget PercentageXFinancial Performance=Annual Cash Incentive Award

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Annual Cash Earned
For 2021, 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 2021 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:

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


Adjusted EBITDA – First Half ($ millions)35%$288.3
$320.3
$384.4
$338.2
105.6%
44.7%
Adjusted EBITDA – Second Half
($ millions)
35%$338.5
$376.1
$451.3$402.2106.9%
47.1%
Lease Revenue Delivered + VAPS Revenue Delivered
($ millions)
30%$548.55
$609.5
$731.4
$722.7
118.6%
57.8%
Weighted Average Payout: 149.7%
Based on the achievement of the 2021 financial performance goals, the Compensation Committee approved the following STIP awards that our NEOs who were serving as of the last day of 2021 earned for 2021.
Target STIP OpportunityPayout % of TargetSTIP Earned
Bradley L. Soultz$1,350,000149.7%$2,021,314 
Timothy D. Boswell$750,000149.7%$1,122,952 
Hezron Timothy Lopez$348,750149.7%$522,173 
Christopher Miner$348,750149.7%$522,173 
Sally J. Shanks$172,500149.7%$258,279 
Kelly Williams(1)
$700,1000%$0
(1) Mr. Williams was not eligible to receive STIP for plan year 2021 under his separation agreement.
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2021 Long-Term Incentive Awards
For 2021, under our annual grants, each of our named executive officers 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 Award(1)
WeightingRationale and Key Features
Performance-Based RSUs(2)
60% for CEO, CFO, CHRO, and GC
50% for all other NEOs
Incentivize NEOs to achieve specific measurable stock price performance over a three-year performance period (2021-2023).
Performance will be measured relative to constituent companies in the S&P MidCap 400 Index as of the date of grant.
Earned shares vest and are issued at the end of the performance cycle and range from 0% for below threshold performance to 200% of the target number of shares for maximum performance.
Time-Based RSUs(2)
40% for CEO, CFO, CHRO, and GC
50% for all other NEOs
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 2021 Incentive Plan continues the former Market-Based RSUs renamed as Performance-Based RSUs.
(2) For the CEO: the long-term incentive mix was adjusted at the time of the contract extension in September 2021 to consist of 70% Performance-Based RSUs and 30% Time-Based RSUs.

The Compensation Committee decided to grant the long-term incentive awards for 2021 in the form of Performance-Based RSUs and Time-Based RSUs to enhance the performance orientation and stockholder 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 2021:
Executive officerPerformance-Based RSUsTime-Based RSUs
Award (#)Target Value ($)Award (#)Target Value ($)
Bradley L. Soultz101,080$2,800,00061,703$1,700,000
Timothy D. Boswell30,882$840,00020,588$560,000
Hezron Timothy Lopez26,471$720,0008,824$240,000
Christopher Miner13,235$360,0008,824$240,000
Sally J. Shanks11,029$300,0003,676$100,000
Kelly Williams38,6031,050,00025,735700,000

As we have discussed elsewhere, the Board approved additional Performance-Based RSU grants for Messrs. Soultz and Boswell in conjunction with the extension of both their employment agreements. These performance-based awards provide no material upside without significant benefit to stockholders. The performance-based grants had no intrinsic value at grant and would not become eligible to vest unless the Company’s share price reaches at least $42.50 during the 2022 performance period (such period being the 60-day period immediately following the release of our third quarter earnings report for the 2022 fiscal year). The performance-based grants begin to qualify for vesting at $42.50 per share, with additional shares earned if the share price exceeds $60.00 per share during their respective contract extension periods.
We made the grants to secure our key leaders to execute our long-term strategic plan. The Board has a high degree of confidence in both leaders and believes they are critical to the long-term success of the Company. Additionally, the Board is further encouraged based on feedback from our investors, as the management team received high approval in an investor perception study conducted in 2021. Following the announcement of the contract extensions, the same investors were contacted to follow up and ensure their support of the actions taken. All feedback that we received was positive and encouraging.
The following details the threshold and maximum award values where the target share price threshold is $47.50, upon which share price achievement Mr. Soultz will be entitled to receive 312,632 RSUs and Mr. Boswell will be entitled to receive 243,158
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RSUs. If all Performance Goals specified in the RSU Agreement are met during the Performance Period, Mr. Soultz will be entitled to receive a maximum of 750,000 RSUs and Mr. Boswell will be entitled to receive a maximum of 583,334 RSUs.
Executive officerThreshold AwardMaximum Award
Award (#)Value ($)Award (#)Value ($)
Bradley L. Soultz105,882 $4,499,985750,000$45,000,000
Timothy D. Boswell82,353 $3,500,003583,334$35,000,040

Other Compensation and Benefits
Employment Agreements & Individual Compensation Decisions
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
Effective January 3, 2022, the Board approved an increase in salary for Mr. Soultz for 2022 to $936,000, a four-percent increase. He is eligible for a target short-term Incentive bonus of $1,404,000, or 150% of his base salary, and annual equity awards with a target grant date value of $4,500,000, 30% in the form of time-based restricted stock units (“Time-Based RSUs”) vesting ratably over four years and 70% in the form of performance-based restricted stock units (“Performance-Based RSUs”) vesting over three years.
On March 1, 2020, in connection with the WillScot Mobile Mini merger, the Company entered into an employment agreement with Mr. Soultz, which became effective upon the completion of the merger and provided that Mr. Soultz will continue to serve as the CEO of the Company for 24 months following the merger, with no renewal provisions. On September 8, 2021, we amended Mr. Soultz’s agreement to include an additional 48 months to end March 1, 2026. The 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.
As of September 8, 2021, the amended agreement also contemplates an additional retention award consisting of a target number of 312,632 performance-based stock units. The actual number of units that will vest and become unrestricted will be determined in accordance with the performance results as set in the agreement and may range from 0 to 750,000 units. The units will become vested and unrestricted on the vesting date, March 1, 2026. This performance-based grant has no intrinsic value at grant and would not become eligible to vest unless the Company’s share price reaches at least $42.50 during the performance period. The performance-based grant begins to qualify for vesting at $42.50 per share, with maximum earning potential if the share price exceeds $60.00 per share during the contract extension period.
The agreement provides that, in the event of a termination of employment without Cause (as defined in the 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 agreement), in addition to Accrued Benefits (as defined in the agreement), Mr. Soultz will be entitled to receive (i) a cash severance payment of his continued base salary for 24 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 through the severance period and immediate vesting for any annual equity awards granted within 24 months following the completion of the merger (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 completion of the merger or the 12-month period after any subsequent Change in Control (as defined in the agreement), except that (i) he will receive a cash severance payment equal to 2x 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) he will receive 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.

Timothy D. Boswell, President and Chief Financial Officer
Effective January 3, 2022, the Board provided an increase in annual base salary for Mr. Boswell for 2022 to $624,000 and that Mr. Boswell is eligible for an annual target bonus of $780,000, or 125% of annual base salary, and annual long-term incentive awards with a target grant value of $1,800,000, 35% in the form of Time-Based RSUs vesting ratably over four years and 65% in the form of Performance-Based RSUs vesting over three years.
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On March 1, 2020, in connection with the WillScot Mobile Mini merger, the Company entered into an employment agreement with Mr. Boswell, effective as of March 1, 2020 (except 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 completion of the merger, 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. On September 8, 2021, we amended Mr. Boswell’s agreement to include an additional 39 months to end July 1, 2026 after which point the agreement will automatically renew for successive one-year periods as outlined above. The 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.
As of September 8, 2021, the amended agreement also contemplates an additional retention award consisting of a target number of 243,158 performance-based stock units. The actual number of Restricted Stock Units that will vest and become unrestricted will be determined in accordance with the performance results as set in the agreement and may range from 0 to 583,334 units. The units will become vested and unrestricted on the vesting date, July 1, 2026. This performance-based grant has no intrinsic value at grant and would not become eligible to vest unless the Company’s share price reaches at least $42.50 during the performance period. The performance-based grant begins to qualify for vesting at $42.50 per share, with maximum earning potential if the share price exceeds $60.00 per share during the contract extension period.
The agreement provides that in the event of a termination of employment without Cause (as defined in the 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 agreement), in addition to Accrued Benefits (as defined in the 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 through the severance period and immediate 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 agreement), except that (i) he will receive a cash severance payment equal to the sum of his continued base salary for 18 months and his target bonus for the year of termination, (ii) he will receive 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 T. Lopez, Executive Vice President and Chief Human Resources Officer
Effective January 3, 2022, the Compensation Committee made the following adjustments to Mr. Lopez’s compensation. Mr. Lopez’s base salary increased to $490,000 annually. His annual incentive target percentage increased to 80% of base salary, for an annual target value of $392,000. Finally, Mr. Lopez’s annual long-term incentive target grant value increased to $800,000, with 65% in the form of Performance-Based RSUs vesting over three years and 35% in the form of Time-Based RSUs vesting ratably over four years. Mr. Lopez’s employment agreement includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination.
Mr. Lopez’s employment agreement provides that in the event of a termination of employment without Cause (as defined in the 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 agreement), in addition to Accrued Benefits (as defined in the agreement), Mr. Lopez 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 bonus for the year of termination, (iv) continued vesting of any annual equity awards through the severance period and full vesting of 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 agreement), except that (i) he will receive 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) he will receive 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
Effective January 3, 2022, the Compensation Committee made adjustments to Mr. Miner’s compensation in accordance with the Committee’s annual review of executive compensation. Mr. Miner’s base salary increased to $485,000 annually, while his annual incentive target percentage remained at 75% for a value of $363,750. Mr. Miner’s regular annual long-term incentive target grant value remained $600,000, with 65% in the form of Performance-Based RSUs vesting over three years and 35% in the form of Time-Based RSUs vesting ratably over four years. His employment agreement includes an annual automobile allowance of $15,000 and non-compete and employment non-solicitation provisions for 12 months post-termination.
Mr. Miner’s employment agreement provides that in the event of a termination of employment without Cause (as defined in the 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 agreement), in addition to Accrued Benefits (as defined in the agreement), Mr. Miner 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) full vesting of any
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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 agreement), except that (i) he will receive 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) he will receive 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
Effective January 3, 2022, Ms. Shanks’ annual base salary increased to $360,000. Her annual incentive target percentage remained at 50%, for a target value of $180,000. And her annual long-term incentive grant value increased to $250,000, with 65% in the form of Performance-Based RSUs vesting over three years and 35% in the form of Time-Based RSUs vesting ratably over four years. The Committee made these increases with confidence given Ms. Shanks’ continued performance and strong stewardship of her duties. Ms. Shanks’ offer letter agreement also includes an annual automobile allowance of $15,000.
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. We summarize these payments and other benefits, and the circumstances under which they would be triggered, below under “Potential Payments Upon Termination or Change in Control.”
Kelly Williams, President and Chief Operating Officer
On February 25, 2021, the Company announced that Kelly Williams would 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 pursuant to which, among other things, in connection with his termination (i) Mr. Williams received a lump-sum cash payment, (ii) Mr. Williams’ time-based equity vested, and (iii) Mr. Williams’ performance-based equity would vest or not vest depending upon the performance targets set in connection with the equity grant. Mr. Williams agreed to support the Company in all matters relating to the orderly transition of his duties and responsibilities and agreed to be available to consult with the Company after his termination date. 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 these obligations. For additional information, please see “Executive Compensation—Employment Agreements.”
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 are a cost-effective means of making our executive compensation plans more competitive 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 2021 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 2021, we provided Mr. Boswell with relocation expenses in connection with his relocation to Arizona. We reflect the aggregate incremental cost of these perquisites in the “All Other Compensation” column of the Summary Compensation Table.
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 Officer6x
President & Chief Financial Officer5x
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 they meet the target ownership level. 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,
39


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 policy 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 2021 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 that attracts, retains and rewards successful executive officers even if the deductibility of such compensation is limited. At the time of determining our executive compensation for 2021, 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 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 2021 Annual Report.
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Executive Compensation Tables
Summary Compensation Table for Fiscal Year 2021
The following table shows for the fiscal years ended December 31, 2021, 2020 and 2019, compensation awarded or paid to, or earned by, the individuals who served as executive officers during 2021.
Name and Principal PositionYear 
Salary(1)
 
Bonus(2)
 
Stock Awards(3)
 Options Awards 
Non-Equity Plan Compensation(4)
 
All Other Compensation(6)
 Total
                
Bradley L. Soultz2021 $886,539 $- $14,635,168 $- $2,021,313 $36,727 $17,579,747
Chief Executive Officer2020 $797,308 $- $3,593,204 $- $1,224,422 $661,671 $6,276,605
2019 $715,385 $- $3,181,654 $- $900,000 $56,407 $4,853,446
                
Timothy D. Boswell2021 $579,807 $- $8,760,710 $- $1,122,952 $509,160 $10,972,629
President and Chief Financial Officer2020 $485,365 $- $1,828,067 $- $494,817 $32,933 $2,841,182
2019 $413,461 $- $1,078,530 $- $301,750 $32,393 $1,826,134
                
Hezron T. Lopez2021 $460,961 $- $1,275,016 $- $522,173 $60,880 $2,319,030
EVP, Chief Human Resources Officer2020 $421,154 $- $747,039 $- $367,326 $459,271 $1,994,790
2019 $207,692 $- $ $- $106,599 $82,160 $396,451
                
Christopher J. Miner
2021 $454,231 $- $757,489 $- $522,173 $30,915 $1,764,807
EVP, Chief Legal Counsel and Secretary2020 $223,260 $- $236,309 $- $212,152 $11,609 $683,330
2019 N/A N/A N/A N/A N/A N/A N/A
                
Sally J. Shanks2021 $338,295 $ 20,000 $531,234 $- $258,279 $28,404 $1,176,212
SVP, Chief Accounting Officer and Treasurer2020 $310,050 $- $250,185 $- $147,553 $26,833 $734,621
2019 $299,570 $- $159,823 $- $98,254 $26,277 $583,924
                
Kelly Williams2021 $430,830 $- $5,245,968 $- $- $1,956,762 $7,633,561
President and Chief Operating Officer(5)
2020 $346,278 $- $3,000,000 $- $438,734 $6,202 $3,791,214
2019 N/A N/A N/A N/A N/A N/A N/A
(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 2021 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 under our 2021 Incentive Award Plan (“LTIP”). For the assumptions used in determining these values, see Note 1 to our 2021 audited financial statements contained in our 2021 Annual Report.
(4) Amounts in this column represent payments under our STIP for 2021.
(5) Amount under all other compensation represents payment to Mr. Williams under his transaction agreement of $1,928,599 as well as amounts set forth in the table below $28,163.
(6) Amounts in this column for 2021 are set forth in the table below:
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Name Auto Allowance Employer 401(k) Contributions Life and Supplemental Individual Disability Insurance Premiums Housing Allowance Relocation Total
      
                   
Bradley L. Soultz $15,000  $11,400 $10,327 $—  $
 $36,727
Timothy D. Boswell $15,000  $13,050  $7,437 $—  $473,673  $509,160
Hezron T. Lopez $15,000  $13,050  $9,792 $—  $23,038 $60,880
Christopher J. Miner $15,000  $13,050  $2,865 $—  $ $30,915
Sally J. Shanks $15,000  $11,005  $2,399 $—  $—  $28,404
Kelly Williams $15,000  $11,400 $1,736 $—  $—  $28,163


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Grants of Plan-Based Awards for Fiscal Year 2021
The following table sets forth information regarding all grants of plan-based awards that we made to our NEOs during 2021. 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.
  Estimated Future Payouts Under Non-Equity Incentive Plan AwardsEstimated Future Payouts Under Equity Incentive Plan AwardsAll 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 ($/Sh)Grant Date Fair Value of Stock and Option Awards ($)
NameGrant DateThreshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
            
Bradley L. Soultz3/3/2021$675,000$1,350,000$1,350,00038,60377,206154,41251,471-$-$4,418,755
9/7/2021(1)
$-$-$-11,93723,87447,74810,232-$-$1,225,118
9/7/2021(2)
$-$-$-105,882312,632750,000 -$-8,991,296
            
Timothy D. Boswell3/3/2021$375,000$750,000$1,500,00015,44130,88261,76420,588-$-$1,767,486
9/7/2021(3)
$-$-$-82,353243,158583,334 -$-$6,993,224
            
Hezron T. Lopez3/3/2021$174,375$348,750$697,50013,23626,47152,9428,824-$-$1,275,016
            
Christopher Miner3/3/2021$174,375$348,750$697,5006,61813,23526,4708,824-$-$757,489
            
Sally J. Shanks3/3/2021$86,250$172,500$345,0005,51511,02922,0583,676-$-$531,234
            
Kelly Williams(4)
2/25/2021$-$-$-   228,659-$-$3,036,591
3/3/2021$350,050$700,100$1,400,20019,30238,60377,20625,735-$-$2,209,377
(1)Additional plan-based grant of 23,874 performance-based RSU and 10,232 time-based RSU, as stipulated by the extended employment agreement
(2)September grant represents Performance-Based Award for Mr. Soultz
(3)September grant represents Performance-Based Award for Mr. Boswell
(4)Re-evaluation of 2020 Time-Based RSU grant, due to transition and severance
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Outstanding Equity Awards at Fiscal 2021 Year-End
The following table presents certain information concerning equity awards that our named executive officers held as of December 31, 2021.
NameOption Awards Stock Awards
Options Unexercised and ExercisableOptions Unexercised and Unexerciseable Option Exercise PriceOption Expiration date Number of shares or units of stock that have not vested (#) 
Market value of shares or units of stock that have not vested ($)(1)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) 
Equity Incentive Plan Awards: Market Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
             
Bradley L. Soultz
306,372(2)
102,125(2)
$
13.60March 20, 2028 
249,355(3)
$    10,183,658
700,953
$
28,626,921
   
 
   
 
  
 
 
Timothy D. Boswell
94,268(2)
31,423(2)
$
13.60March 20, 2028 
94,659(4)
$    3,865,874
396,664
$
16,199,758
   
 
    
 
  
 
 
Hezron T. Lopez
N/AN/A 
22,802
$    931,234
54,425
$
2,222,717
 
 
 
  
 
  
 
 
Christopher Miner
226,6045) 
N/AN/A 
13,684
$    558,855
22,953
$
937,401
 
 
 
  
 
  
 
 
Sally J. Shanks
N/AN/A 
20,079
$    820,026
21,915
$
895,009
Kelly Williams
N/AN/A 
-
$
-
38,603
$
1,509,377
Options were granted to Bradley Soultz and Timothy Boswell on March 20, 2018.

(1) Market value was calculated based upon the closing price of the shares of Common Stock on Nasdaq of $40.84 on December 31, 2021, the last trading day of the Company’s last completed fiscal year.
(2) Consists of stock options awarded on March 20, 2018. Each stock option represents the right upon vesting to buy one share of Common Stock. The stock options vest in four equal installments on each of the first four anniversaries of the grant date.
(3) Consists of 69,265 Time-Based RSUs awarded on March 20, 2018, 50,471 Time-Based RSUs awarded on March 20, 2019, 39,333 Time-Based RSUs awarded on March 5, 2020, and 28,583 Time-Based RSUs awarded on July 2, 2020, 51,471 Time-Based RSUs awarded on March 3, 2021, and 10,232 Time-Based RSUs awarded on September 7, 2021, in each case that remained unvested as of December 31, 2021. Each RSU represents a contingent right to receive upon vesting one share of Common Stock or its cash equivalent, as determined by the Company. The RSU awards vest in four equal installments on each of the first four anniversaries of the grant date.
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(4) Consists of 21,313 Time-Based RSUs awarded on March 20, 2018, and 17,109 Time-Based RSUs awarded on March 20, 2019, 12,783 Time-Based RSUs awarded on March 5, 2020, 22,866 Time-Based RSUs awarded on July 2, 2020, and 20,588 Time-Based RSUs awarded on March 3, 2021, in each case that remained unvested as of December 31, 2021. Each RSU represents a contingent right to receive upon vesting one share of Common Stock or its cash equivalent, as determined by the Company. The RSU awards vest in four equal installments on each of the first four anniversaries of the grant date.
(5) Consists of former Mobile Mini, Inc. stock options that were converted on July 1, 2020, as part of the WillScot Mobile Mini merger.
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Option Exercises and Stock Vested in Fiscal Year 2021
The following table sets forth information concerning option exercises and restricted stock awards vested during 2021 for our named executive officers.
 Option Awards Stock Awards
NameNumber of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) 
Value Realized on Vesting ($)
 
 
 
  
 
 
 
Bradley L. Soultz
$
 -
 
117,137
$    
1,558,601
 
 
 
 
 
 
 
 
Timothy D. Boswell
$
 -
 
41,749
$    
562,151
 
 
 
 
 
 
 
 
Hezron T. Lopez
$
 -
 
4,658
$    
51,916
 
 
 
 
 
 
 
 
Christopher Miner
31,194 
$
503,896 
 
1,619
$    
23,654
 
 
 
 
 
 
 
 
Sally J. Shanks
$
 -
 
8,751
$    
117,021
        
Kelly Williams(1)
290,288 
$
 3,326,493
 
254,394
$
3,547,633
(1) Includes 228,659 shares under RSUs granted July 2020 and 25,735 shares under RSUs granted March 2021 that vested in July 2021 according to Mr. Williams separation agreement.

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Potential Payments Upon Termination or Change in Control
The following table discloses potential payments and benefits under our compensation benefit plans and agreements with the named executive officers in each situation in the table below assuming that the termination of employment or change in control of our Company occurred on December 31, 2021, the last business day of our fiscal year, and that our Common Stock was valued at the closing market price as of December 31, 2021 of $40.84. The prorated bonus payout assumes full year exit maximum at December 31 of the year. The actual amount of payments and benefits can only be determined at the time of such a termination or change in control, and therefore the actual amounts would vary from the estimated amounts in the tables below. In addition, the amount of payments and benefits that named executive officers would actually receive may be materially less than the estimated amounts in the tables below because all such amounts in the tables below are on a pre-tax basis. For Mr. Williams, we disclose only actual amounts that he received at the time of his separation from service under his transition, separation, and release agreement dated February 25, 2021.
Descriptions of the circumstances that would trigger payments or benefits to the named executive officer, how such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits and other material factors regarding such plans and agreements, as well as other material assumptions we have made in calculating the estimated compensation, follow these tables.
Name Termination by Death ($) Termination by Disability ($)   Termination by Company without Cause or by Executive for Good Reason ($) Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($)
         
Bradley L. Soultz        
 Severance
$    900,000
$
 -
$    4,500,000
$    5,850,000
 Pro Rata Bonus
 
2,021,314
 
2,021,314
 
2,021,314
 
2,021,314
 Vesting of Stock Options
 
2,781,885
 
2,781,885
 
-
 
2,781,885
 
Vesting of Restricted Stock Units(2)
 
38,810,579
 
38,810,579
 
35,500,864
 
35,500,864
 Insurance
 
-
 
14,474
 
28,948
 
28,948
 Total
$    44,513,778
$    43,628,252
$    42,051,126
$    47,533,011
         
Timothy D. Boswell        
 Severance
$    600,000
$
 -
$    2,025,000
$    4,200,000
 Pro Rata Bonus
 
1,122,952
 
1,122,952
 
1,122,952
 
1,122,952
 Vesting of Stock Options
 
855,963
 
855,963
 
-
 
855,963
 
Vesting of Restricted Stock Units(2)
 
20,065,631
 
20,065,631
 
21,461,747
 
21,461,747
 Insurance
 
-
 
18,946
 
28,419
 
28,419
 Total
$    22,644,546
$    22,063,492
$    24,638,118
$    27,669,081
         
Hezron Timothy Lopez        
 Severance
$    465,000
$
 -
$    813,750
$    1,569,375
 Pro Rata Bonus
 
522,173
 
522,173
 
522,173
 
522,173
 Vesting of Stock Options
 
-
 
-
 
-
 
-
 
Vesting of Restricted Stock Units(2)
 
3,153,951
 
3,153,951
 
3,088,443
 
3,088,443
 Insurance
 
-
 
20,642
 
41,285
 
30,963
 Total
$    4,141,124
$    3,696,766
$    4,465,651
$    5,210,955
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Christopher Miner        
 Severance
$    465,000
$
 -
$    813,750
$    1,569,375
 Pro Rata Bonus
 
522,173
 
522,173
 
522,173
 
522,173
 Vesting of Stock Options
 
-
 
-
 
-
 
-
 
Vesting of Restricted Stock Units(2)
 
1,496,255
 
1,496,255
 
1,496,255
 
1,496,255
 Insurance
 
 
20,642
 
20,642
 
30,963
 Total
$    2,483,428
$    2,039,070
$    2,852,820
$    3,618,767
         
Sally J. Shanks        
 
Severance(3)
$
-
$
 -
$    258,750
$    258,750
 Pro Rata Bonus
 
-
 
-
 
258,279
 
258,279
 Vesting of Stock Options
 
-
 
-
 
-
 
-
 
Vesting of Restricted Stock Units(2)
 
-
 
-
 
-
 
-
 Insurance
 
-
 
-
 
-
 
-
 Total
$
-
$
-
$    517,029
$    517,029
Kelly Williams        
 
Severance(5)
$
$
 -
$    1,866,667
$
 Pro Rata Bonus
 
-
 
-
 
-
 
 Vesting of Stock Options
 
-
 
-
 
-
 
-
 
Vesting of Restricted Stock Units(2)
 
-
 
-
 $
3,547,633
 
-
 Insurance
 
-
 
-
65,975
 
-
 Total
$
-
$
-
$    5,480,257
$
(1) 1x salary minus Company paid life insurance (maximum death benefit of $500,000)
(2) Includes performance based RSU's at target performance.
(3) Only payable in the case of Termination by Company without Cause (with or without a Change in Control)
(4) Ms. Shanks Offer Letter, as amended, provides for $50,000 upon the closing of a transaction that results in a Change of Control of WillScot Corporation, regardless if accompanied by employment termination.
(5) Represents actual severance paid under Mr. Williams’ transition, separation, and release agreement dated February 25, 2021.





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Employment Agreement Provisions Relating to Termination of Employment or Change in Control
As discussed above under “Compensation Discussion and Analysis – Elements of Compensation - In Detail – Other Compensation and Benefits – Employment Agreements,” we have entered into employment agreements or offer letters with each of our current named executive officers. Those agreements or offer letters provide for severance and other benefits upon termination that are quantified in the table above. A summary of the provisions of the agreements or offer letters relating to termination of employment is below.
Bradley L. Soultz, Chief Executive Officer
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 24 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 24 months and full vesting of the retention award and any annual equity awards granted within 24 months following the completion of the merger (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 completion of 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 2x 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 24 months, and (iii) any outstanding equity awards will immediately vest in full upon such termination.
Timothy D. Boswell, Chief Financial Officer
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 completion 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. Boswell will be entitled to the same benefits in the event of a termination of employment during the 30-month period following the completion of the merger or the 12-month period after any subsequent change in control, except that he will receive (i) a cash severance payment equal to the sum of his continued base salary for 18 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. If Mr. Boswell's employment is terminated within three years of his relocation to Phoenix, Arizona, Mr. Boswell is also eligible for certain additional relocation benefits.
Hezron T. Lopez, Chief Human Resources Officer
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 12 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 vesting of any annual equity awards through the severance period and full vesting of any annual equity awards granted within 24 months of the completion 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 completion of 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. If Mr. Lopez’ employment is terminated within three years of his relocation to Phoenix, Arizona, Mr. Lopez is also eligible for certain additional relocation benefits.
Christopher J. Miner, Chief Legal Officer and Secretary
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, (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) full vesting of the retention award and any annual equity awards granted within 24 months of the completion 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
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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, Chief Accounting Officer and Treasurer
Under Ms. Shanks’s offer letter, if we terminate her employment without cause, we will pay Ms. Shanks nine months’ base salary plus a pro rata STIP awards. Ms. Shanks will also be eligible for health benefits continuation for up to one year.
Kelly Williams, President and Chief Operating Officer
Mr. Williams’ agreement provided that in the event of a termination of employment without Cause (as defined in the 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 agreement), in addition to Accrued Compensation (as defined in the agreement), Mr. Williams would 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 was given plus the Payment Amount (defined in the agreement as 100% of his base salary in effect during the year in which termination occurred), (ii) certain health insurance amounts for a period of 12 months, and (iii) full vesting of any equity-based awards, subject to performance targets and goals, as applicable.
Equity Plan Provisions Relating to Termination of Employment and Change in Control
Our named executive officers hold equity-based awards granted under our LTIP, which resulted from an amendment and restatement of our 2017 Incentive Award Plan. The LTIP and the award agreements entered into with our NEOs with respect to their awards provide for “double trigger” vesting on a change in control such that, if a change in control occurs and the NEO’s employment is terminated by us without cause or by the NEO for good reason within 12 months after the change in control, then the award will immediately become vested in full.
Risk Considerations and Review of Executive Compensation Practices
The Compensation Committee conducts an annual risk assessment of our compensation policies and practices for employees, including those related to our executive compensation program. As part of the risk assessment, the Compensation Committee reviews our compensation program for design features that have been identified as having the potential to encourage excessive risk-taking. Based on this review, the Compensation Committee has determined that, for all employees, our compensation program does not encourage excessive risk. The Compensation Committee, with the assistance of independent advisors, intends to continue on an on-going basis a process of reviewing our compensation policies and program to ensure that our compensation program and risk mitigation strategies continue to discourage imprudent risk-taking activities.
2021 CEO to Median Employee Pay Ratio
In accordance with SEC rules, the Company is required to determine the ratio of the CEO’s annual total compensation (under the Summary Compensation Table definition) to that of the Company’s median employee. Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Soultz and the ratio of those two values for the year ended December 31, 2021:
The annual total compensation of the employee identified as the median employee of the Company (other than our CEO) was $69,685;
The annual total compensation of Mr. Soultz as disclosed in the Summary Compensation Table above was $17,579,747; and
The ratio of the annual total compensation of Mr. Soultz to the annual total compensation of our median employee was 252:1.
In determining the median employee for 2021, we used our employee population as of December 31, 2021 and, in accordance with SEC rules, excluded (i) the CEO and (ii) 105 employees from Mexico, representing in aggregate less than 5% of our employee base, to arrive at the median employee consideration pool. We then measured compensation for this population based on gross wages for the period January 1, 2021 to December 31, 2021. We also annualized gross wages for those employees who were not employed for the full January 1, 2021 to December 31, 2021 period. International employee pay was converted to U.S. dollars using the applicable exchange rates at the close of business on December 31, 2021.
We calculated 2021 annual total compensation for our median employee using the same methodology that we use to determine our CEOs’ annual total compensation for the Summary Compensation Table.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
For reference, we also calculated the ratio of the CEO’s annual total compensation excluding the special performance-based award given in September of 2021, as said award has no intrinsic value to the CEO at the time of grant. Below is the annual total compensation of our median employee, Mr. Soultz (excluding the performance-based award), and the ratio of those two values for the year ended December 31, 2021:
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The annual total compensation of the employee identified as the median employee of the Company (other than our CEO) was $69,685;
The annual total compensation of Mr. Soultz as disclosed in the Summary Compensation Table above was $8,588,451; and
The ratio of the annual total compensation of Mr. Soultz to the annual total compensation of our median employee was 123:1.

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PROPOSALS 4A & 4B – ELECTION OF DIRECTORS
Board Structure
Our Board consists of 11 members and is divided into three classes: Class I, Class II, and Class III. Currently, the Company’s A&R Charter provides for the phase out of the classified board structure and provides for the annual election of all directors beginning at the 2024 Annual Meeting. Accordingly, Class II directors elected at the 2022 Annual Meeting would serve a two-year term, Class III directors elected at the 2023 Annual Meeting would serve a one-year term and Class I directors elected at the 2021 Annual Meeting are serving a three-year term, with each such term expiring at the 2024 Annual Meeting if Proposal 1 is approved. Beginning with the 2024 Annual Meeting, all directors elected to the Board of Directors would serve a one-year term and would stand for election at each subsequent Annual Meeting. After the 2024 Annual Meeting, directors appointed to fill any newly-created directorships resulting from an increase in the number of directors or any vacancies on the Board of Directors would serve until the next Annual Meeting.

The table below summarizes the current implementation of the declassification of the Board of Directors pursuant to the current A&R Charter.
Annual Meeting YearLength of Term for Directors ElectedYear Such Term Would Expire
20222 years2024
20231 year2024
2024 and after1 yearFull Board Elected Annually
We are presenting the election of directors in this proxy statement in the form of two alternate proposals. As we explain more fully below, one alternative (Proposal 4A) applies if stockholders approve Proposal 1 to declassify the Board and provide for the annual election of directors on an immediate basis. The second alternative (Proposal 4B) applies if stockholders do not approve Proposal 1. The information below that begins with the biographies and qualifications of director nominees applies to both alternatives.

PROPOSAL 4A – ELECTION OF DIRECTORS IF PROPOSAL 1 IS APPROVED
Proposal Snapshot
What Am I Voting On?
If stockholders approve Proposal 1, we are asking stockholders to elect the 11 nominees named in the Proxy Statement to the Board of Directors for a one-year term.
Voting Recommendation: FOR the election of each of the Board’s director nominees named in the Proxy Statement
Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has considered and nominated the following slate of nominees to stand for re-election for a one-year term expiring at the 2023 annual meeting of stockholders or until his or her successor is duly elected and qualified if stockholders approve Proposal 1 and following the filing of the certificate of amendment setting forth the declassification amendment to the A&R Charter with the Secretary of State of the State of Delaware during the Annual Meeting: Mark S. Bartlett, Erika T. Davis, Sara R. Dial, Jeffrey S. Goble, Gerard E. Holthaus, Kimberly J. McWaters, Erik Olsson, Rebecca L Owen, Jeff Sagansky, Bradley L. Soultz, and Michael W. Upchurch. We will ask the Company’s stockholders to vote on this Proposal 4A only if stockholders approve the declassification amendment to the A&R Charter that we present and describe as Proposal 1.
If the Company’s stockholders do not approve Proposal 1, however, then the Company will not effect the immediate declassification of the Board during the annual meeting as described above under Proposal 1, and the stockholders will proceed to vote on Proposal 4B and not this Proposal 4A.

The biographies and qualifications of the 11 director nominees in this Proposal 4A are set forth below under the heading “Director Nominees Biographies and Qualifications.”

The Board of Directors Unanimously Recommends That You Vote FOR the Election of Each of the Board’s Director Nominees Named in the Proxy Statement.



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PROPOSAL 4B – ELECTION OF DIRECTORS IF PROPOSAL 1 IS NOT APPROVED
Proposal Snapshot
What Am I Voting On?
If stockholders do not approve Proposal 1, we are asking stockholders to elect the three nominees named in the Proxy Statement for Class II directors to the Board of Directors for a two-year term.
Voting Recommendation: FOR the election of each of the Board’s the three director nominees named in the Proxy Statement for election as Class II directors.
Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated the following nominees for two-year terms expiring in 2024 if the stockholders do not approve Proposal 1 and proceed to vote on this Proposal 4B: Ms. Davis, Mr. Goble and Mr. Sagansky. Each director elected at the Annual Meeting will serve for a term ending on the date of the second 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.
The biographies and qualifications of the three director nominees in this Proposal 4B are set forth below under the heading “Director Nominee Biographies and Qualifications.”
The Board of Directors Unanimously Recommends That You Vote FOR Each of the Board’s Three Director Nominees Named in the Proxy Statement for Election as Class II Directors.


Please Vote for the Recommended Nominees Named in the Proxy Statement in Proposal 4A and 4B, Irrespective of Your Vote for Proposal 1.
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Director Nominations
Process for Recommending Directors
The Nominating and Corporate Governance Committee (the “Governance Committee”) solicits and receives recommendations for pot