WillScot (WSC) DEF 14ADefinitive proxy

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.

We appreciate the confidence you have placed in us through your investment in our company.

Sincerely,

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.

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 super-majority 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, and a twelve-month vesting requirement for Board member equity compensation.

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.

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.

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.

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.

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”:

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.

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.

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.

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:

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:

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.

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.

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.

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.

EY representatives will be present at the annual meeting and will have the opportunity to make a statement and respond to questions.

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.

Fees for professional services provided by our independent registered public accounting firm, EY, included the following:

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.

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).

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:

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.

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 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.

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.

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.

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:

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:

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.

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:

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.

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.

We have entered into employment agreements or offer letters with each of our current named executive officers as summarized below.

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.

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.

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.

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.

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 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.

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.”

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.

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.

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.

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.

The following table presents certain information concerning equity awards that our named executive officers held as of December 31, 2021.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

The table below summarizes the current implementation of the declassification of the Board of Directors pursuant to the current A&R Charter.

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 Nominating and Corporate Governance Committee (the “Governance Committee”) solicits and receives recommendations for potential director candidates from stockholders, management, directors and other sources. The Board will select nominees based on independence, character, ability to exercise sound judgment, diversity, age, demonstrated leadership, qualifications, skills, including financial literacy, experience in the context of the needs of the Board, and other relevant factors.

The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types provides significant benefits to the Company. The Board actively seeks and includes women and minority candidates in the pool of nominees when selecting new director candidates.

The Governance Committee considers unsolicited inquiries and director candidates recommended by stockholders in the same manner as candidates from all other sources. Recommendations should be sent to the Corporate Secretary at 4646 E. Van Buren Street, Suite 400, Phoenix, Arizona 85008.

Stockholders may nominate a director candidate for potential election to the Board by following the procedures described in our A&R Bylaws. Deadlines for stockholder nominations for WillScot Mobile Mini’s 2023 annual meeting of stockholders are included in the “Stockholder Proposals and Director Nominations for the 2023 Annual Meeting” section on page 72.

The Board believes that our directors and director nominees, as a whole, have the necessary experience and expertise, and each director possesses the particular attributes that qualify him or her to serve on our Board. The relevant skills, experiences, attributes and/or qualifications are described below.

The Board has nominated the following three individuals as part of Proposal 4B to stand for election for a two-year term expiring at the annual meeting of stockholders in 2024. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.