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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-20 · 42 added, 1168 removed, 141 unchanged (90% of the section changed)

17 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of WillScot Mobile Mini Holdings Corp.

To the Shareholders and the Board of Directors of WillScot Holdings Corporation

Opinion on Internal Control Over Financial Reporting

We have audited WillScot Mobile Mini Holdings Corp.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, WillScot Mobile Mini Holdings Corp.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We have audited WillScot Holdings Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, WillScot Holdings Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 20, 2025 expressed an unqualified opinion thereon.

20 unchanged sentences

During the three months ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Executive Officers

The following table sets forth information concerning our executive officers, as of February 20, 2024.

Name Age Title

Soultz 54 Chief Executive Officer (CEO)

Boswell 45 President and Chief Financial Officer (CFO)

Lopez 52 Executive Vice President – Chief Legal & Compliance Officer & ESG (CLO)

Gorcyca 45 Executive Vice President – Chief Human Resources Officer (CHRO)

Graeme Parkes 51 Executive Vice President, Chief Information Officer (CIO)

Shanks 47 Senior Vice President, Chief Accounting Officer (CAO)

Executive Officer Biographies

Soultz is CEO of WillScot Mobile Mini and served as President and CEO of WillScot prior to the WillScot Mobile Mini merger.

Prior to becoming WillScot’s President and CEO in November of 2017, he served as President and CEO of Williams Scotsman International Inc.

He was responsible for the strategic and operational aspects of WSII’s North American business and for helping the Company transition to a publicly traded 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.

Soultz is a graduate of Purdue University.

Boswell has served as our President and Chief Financial Officer since September 2021, having previously served as Chief Financial Officer since the completion of the Williams Scotsman carve-out transaction (formerly Algeco Scotsman) in November 2017.

Boswell 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, Mr.

Boswell 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.

Boswell holds a Bachelor of Arts 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.

Lopez has served as our Executive Vice President – Chief Legal & Compliance Officer & ESG since June 2022.

He joined WillScot in June 2019 and served as Vice President, General Counsel & Corporate Secretary until the merger with Mobile Mini in July 2020.

Following the merger, he assumed the role of EVP - Chief Human Resources Officer & ESG of WillScot Mobile Mini.

Previously, Mr.

Lopez served from 2012 to 2018 as Senior Vice President, General Counsel and Corporate Secretary of Herman Miller, Inc.

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), the leading manufacturer of water heating equipment and water treatment products.

Lopez 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.

Felicia Gorcyca Ms.

Gorcyca has served as our Executive Vice President – Chief Human Resources Officer since June 2023.

Gorcyca has diversified experience in strategic human resources roles, most recently as Chief People Officer for LifeStance Health (NASDAQ:

LFST) and President of LifeStance Health Foundation.

Previously with TPG Capital, she was an Operations Director and member of the Global Human Capital team where she partnered with TPG portfolio companies to build transformative leadership teams and boards, and expanded the TPG CHRO Network with a focus on HR strategy and practices.

Prior to joining TPG, Ms.

Gorcyca held senior HR leadership roles including Chief People Officer for Stack Sports, and Global Head of People Operations for Solera Holdings, Inc., where she gained extensive experience in non-U.S.

labor markets.

She previously served as a Consultant in the Los Angeles office of Spencer Stuart where she spent 13 years with the firm conducting executive search assignments and advising clients on leadership development and succession planning.

Gorcyca holds a Master of Public Health degree with Delta Omega honors from UCLA, and a Bachelor of Science degree in International Business from Pepperdine University.

Graeme Parkes Mr.

Parkes has served as our Executive Vice President – Chief Information Officer since the merger with Mobile Mini in July 2020.

He previously served as CIO for Mobile Mini, which he joined in 2014.

Parkes has a proven international track record in information technology, information security, software development and supporting the growth of the businesses through IT related revenue generating programs.

He also serves as Vice Chairman of the board of St.

Mary’s Foodbank, the oldest and one of the largest Foodbanks in America.

Parkes received a Bachelor of Commerce degree in Information Systems from the University of KwaZulu-Natal in South Africa.

Shanks has served as our Senior Vice President – Chief Accounting Officer since 2022, having served as Chief Accounting Officer for WillScot since 2017.

She is responsible for the Company’s accounting, reporting and tax functions.

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.

Shanks started her career with PricewaterhouseCoopers, holds a Bachelor of Science degree in Accounting from Providence College, and is a certified public accountant.

Non-Executive Directors

The names of the non-executive members of our Board, their respective ages and other biographical information as of February 20, 2024 are set forth below.

All Directors serve for a term ending at the next annual meeting following the annual meeting at which the Director was elected or following their appointment, as applicable, and until their successors are elected and qualified, or until their earlier death, resignation, disqualification or removal.

Director Since:

Key Skills & Qualifications

& Leadership O Independence % Industry

Public Company 8 Finance

The Board believes Mr.

Bartlett’s risk and oversight, accounting and finance expertise, experience as a director of public and private companies, and knowledge of our Company and industry enables him to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Bartlett has served as a Director since 2017 including as a Director of WillScot Mobile Mini since the completion of the WillScot Mobile Mini merger.

Bartlett spent his entire career with Ernst & Young LLP, serving in various executive roles before retiring as partner in 2012.

He serves as a director and member of the Audit Committee at FTI Consulting, Inc., and director and Chair of the Audit Committee at each of Zurn Water Solutions and T.

Rowe Price Group, Inc.

Bartlett is a graduate of West Virginia University and a Certified Public Accountant.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

• FTI Consulting, Inc.

• Zurn Water Solutions

Rowe Price Group, Inc.

Audit Committee - Chair

Compensation Committee

Director Since:

Key Skills & Qualifications

& Leadership O Independence

Public Company

The Board believes Ms.

Davis’ experience in Human Resources and various Operational and Administrative roles, as well as her leadership experience at large publicly traded companies in the areas of M&A integration, technology and customer-facing support, enables her to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Davis has served as Performance Food Group’s Executive Vice President & Chief Human Resources Officer since July 2019.

Davis joined Performance Food Group after a 26-year career with Owens & Minor, a global healthcare services company.

For nearly 20 of those years, she served in senior leadership roles including Chief Administrative Officer, Corporate Chief of Staff, and Senior Vice President for Administration & Operations and for Human Resources.

Davis earned her undergraduate degree from the University of Richmond (VA) and holds a master’s in Public Administration from the University of North Carolina at Chapel Hill.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

None Compensation Committee

Director Since:

Key Skills & Qualifications

& Leadership O Independence 8 Finance

Public Company % Industry

The Board believes Mr.

Holthaus’ executive leadership in our industry, including various CFO and CEO roles, risk and oversight, M&A, accounting and finance, corporate governance expertise, experience as a director of public and private companies, and knowledge of our Company enable him to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Holthaus serves as the Lead Independent Director of WillScot Mobile Mini.

He served as Non-Executive Chairman of WillScot until the completion of the WillScot Mobile Mini merger and is the former Non-Executive Chairman of Algeco Scotsman Global S.á.r.l.

Holthaus has served in various executive leadership positions, including CEO, CFO and/or Chairman of various companies in our industry.

Holthaus is Non-Executive Chairman of the Board of FTI Consulting and the Baltimore Life Companies.

Holthaus is a graduate of Loyola University Maryland.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

• FTI Consulting, Inc.

• NESCO Holdings (former)

Nominating & Corporate Governance Committee - Chair

Audit Committee

Natalia Johnson

Director Since:

Key Skills & Qualifications

& Leadership O Independence % Industry

The Board believes that Ms.

Johnson’s leadership experience at large publicly-traded companies in the areas of digital and technological transformation, human capital, data science, risk management and operational strategy enables her to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Johnson joined the Board in August 2023 following a vacancy created by the Board’s decision to expand the Board from eight (8) to nine (9) directors.

Johnson has served as Chief Administrative Officer of Public Storage since August 2020, having previously served as Chief Human Resources Officer from July 2016 to August 2020.

Prior to joining Public Storage, Ms.

Johnson spent 13 years in several leadership roles at Bank of America, most recently as SVP, Chief Operating Officer - Mortgage Technology.

Earlier in her career, she held various management roles for Coca-Cola and San Cristóbal Insurance in her home country of Argentina.

She holds a bachelor’s in Business Administration from Universidad Católica De Córdoba, Argentina.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

Audit Committee

Compensation Committee

Director Since:

Key Skills & Qualifications

& Leadership O Independence 8 Finance

Public Company % Industry

The Board believes Mr.

Olsson’s extensive experience in our industry and adjacent businesses, global perspective, financial expertise, his leadership in M&A and related integration, forward-looking technology enablement, as well as his experience as a director and/or Chair of public companies, enable him to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Olsson became Mobile Mini’s Non-Executive Chairman of the Board on October 1, 2019, and has continued in this capacity for WillScot Mobile Mini since the completion of the WillScot Mobile Mini merger.

Olsson previously served as CEO of Mobile Mini and as CFO, COO and CEO of RSC Equipment Rentals until its merger with United Rentals, Inc.

He is Chairman of the board of Ritchie Brothers Auctioneers Incorporated and a member of the board of Dometic Group AB.

Olsson also serves on the board of directors of St.

Mary’s Foodbank Alliance.

Olsson is a graduate of the University of Gothenburg, Sweden.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

• Dometic Group AB

• RB Global, Inc.

• Mobile Mini (until merger)

• Pontem Corporation (former)

Director Since:

Key Skills & Qualifications

& Leadership O Independence 8 Finance

Public Company

The Board believes Ms.

Owen’s depth of knowledge of the storage, real estate, construction and adjacent markets, governance expertise, finance, risk and oversight experience, as well as her experience as a director of two public companies enable her to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Owen joined the WillScot Mobile Mini Board in November 2021.

She serves as Chairman and founder of Battery Reef, LLC, a commercial real estate investment and management company.

She has served in various leadership roles at Clark Enterprises, Inc., including as President and Chief Investment Officer of CEI Realty, Inc.

and Chief Legal Officer of Clark Enterprises, Inc.

Owen also serves on the board of Public Storage (NYSE:

She previously served on WillScot’s board prior to the WillScot Mobile Mini merger as well as on the boards of Jernigan Capital, Inc.

(formerly NYSE:

JCAP) and Columbia Equity Trust, Inc.

(formerly NYSE:

Owen also serves on the private boards of Carr Properties, a private office and residential REIT;

the board of The Feil Organization, a commercial real estate investment and management company;

and the Real Estate Investment Advisory Committee of ASB Capital Management, LLC.

Owen received a Juris Doctorate from University of Chicago Law School and a Bachelor of Arts in Economics from Hamilton College.

Owen has been certified in Cybersecurity Oversight by Carnegie Mellon University.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

• Public Storage

• Jernigan Capital, Inc.(former)

Compensation Committee

Nominating & Corporate Governance Committee

Jeff Sagansky

Director Since:

Key Skills & Qualifications

& Leadership O Independence 8 Finance 6 Strategy :

Public Company

The Board believes Mr.

Sagansky’s experience with mergers and acquisitions and capital markets, together with his experience as a senior executive and director of growth-oriented public and private companies, enables him to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Sagansky has served as a Director since November 2017 including as a Director of WillScot Mobile Mini since the completion of the WillScot Mobile Mini merger.

Sagansky has served in various leadership positions with Paxson Communications, Sony Pictures, CBS Entertainment, and Tristar Pictures, to name a few.

He was Chairman and CEO of Diamond Platinum Eagle Acquisition Corp., when the company effected a three-way merger with Draft Kings and SB Tech.

Sagansky served as Chairman and CEO of Platinum Eagle Acquisition Corp.

and as a director for several other publicly traded companies.

He is a graduate of Harvard University.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

• Target Hospitality Corp.

• Screaming Eagle Acquisition Corp.

• Sharecare, Inc.

• Diamond Eagle Acquisition Corp.(former)

• Platinum Eagle Acquisition Corp.(former)

• Global Eagle Entertainment Inc.

• Falcon Capital Acquisition Corp.

Compensation Committee - Chair

Nominating & Corporate Governance Committee

Director Since:

Key Skills & Qualifications

& Leadership O Independence

6 Strategy 8 Finance

The Board believes Mr.

Upchurch's leadership experience in business, management operations and finance, including his 15-year tenure as CFO, as well as his 34 years of leadership experience with publicly traded companies, including guiding large M&A transactions and navigating the related regulatory and integration regimes enables him to provide meaningful guidance to our Board.

Principal Occupation & Business Experience

Upchurch served as a Director of Mobile Mini beginning in February 2019 and has continued as a Director of WillScot Mobile Mini.

He served as Executive Vice President and Chief Financial Officer for Kansas City Southern (“KCS”), a transportation holding company that has railroad investments in the U.S., Mexico and Panama linking the commercial and industrial centers of North America, prior to retiring in April 2023.

Upchurch served as Chief Financial Officer at KCS since October 2008, having joined KCS in March 2008.

Prior to KCS, Mr.

Upchurch held various positions at Sprint, most recently as senior vice president – financial operations.

He began his career as an accountant with Price Waterhouse.

Upchurch is a certified public accountant and has a B.S.

degree in Business Administration from Kansas State University.

Other Public Company Directorships in the Last 5 Years Committees of the WillScot Mobile

Mini Board of Directors

• Mobile Mini, Inc.

(until merger) Audit Committee

Nominating & Corporate Governance Committee

Audit Committee

Mark Bartlett (Chair), Gerard E.

Holthaus, Natalia Johnson and Michael W.

The Board has determined that each Audit Committee member is independent and otherwise qualifies as an Audit Committee member pursuant to applicable rules of the SEC and Nasdaq.

The Board has determined that Mark S.

Bartlett, Gerard E.

Holthaus and Michael W.

Upchurch each qualifies as an “audit committee financial expert” within the meaning stipulated by the SEC, based upon the education and experience described in their biography.

The Audit Committee’s primary responsibilities are to monitor:

(i) the integrity of our financial statements and accounting and financial reporting processes;

(ii) our compliance with legal and regulatory requirements;

(iii) the independent auditor’s

qualifications, performance, and independence;

(iv) the performance of our internal audit and disclosure controls functions;

(v) our risk management framework, and (vi) our policies and processes related to cybersecurity and data-protection threats.

In discharging these responsibilities, the Audit Committee, among other things:

(i) selects, oversees, and retains our independent auditor;

(ii) reviews and discusses the scope of the annual audit and written communications by our independent auditor to the Audit Committee and management;

(iii) oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow;

(iv) approves audit and non-audit services by our independent auditor and applicable fees;

(v) reviews and discusses our periodic reports filed with the SEC;

(vi) reviews and discusses our earnings press releases and communications;

(vii) oversees our internal audit activities;

(viii) oversees our disclosure controls and procedures and reviews our internal controls over financial reporting;

(ix) monitors, reviews and discusses the Company’s risk management framework, consisting of a variety of potential risks such as cybersecurity, privacy, and ESG;

(x) periodically reviews our policies and processes related to cybersecurity and data-protection threats, including assessment, identification and management of material risks, mitigation strategy, governance and incident reporting, and coordinates with the Board and management, as applicable, to provide oversight over the preparation of relevant disclosures, including those required by the new SEC cybersecurity rules;

(xi) oversees the administration of our Code of Business Conduct and Ethics and other ethics policies;

(xii) oversees and periodically reviews and edits our Whistleblower Policy;

(xiii) reviews, discusses, and approves insider and affiliated person transactions;

(xiv) administers the policy with respect to the hiring of former employees of our independent auditor;

and (xv) with respect to all of the foregoing responsibilities, interfaces with management, the independent auditor, the internal audit department, and any other parties to discuss, review, and execute such responsibilities.

In addition, the Audit Committee performs an annual self-evaluation, reviews its charter and recommends changes to the Nominating and Corporate Governance Committee for submission to the Board for approval, and prepares the Audit Committee report required to be included in our annual proxy statement.

Code of Business Conduct & Ethics

Our Board has adopted a Code of Business Conduct and Ethics (“Code of Business Conduct”), which applies to our directors, officers and employees, and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers (“Code of Ethics”), which supplements our Code of Business Conduct and applies to our CEO, principal financial officer, principal accounting officer and controller.

Copies of the Code of Business Conduct and the Code of Ethics are available online at http://www.willscotmobilemini.com/corporate-governance/governance-overview.

If the Board grants a waiver under our Code of Business Conduct to any director, executive officer or senior financial officer, or we make any substantive amendment to the Code of Ethics or grant any waiver thereunder to a covered officer, we will promptly disclose the nature of the applicable waiver or amendment on our website.

Process for Recommending Directors

The Nominating and Corporate 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.

Each year, the Board (via the Nominating and Corporate Governance Committee) conducts a rigorous evaluation to help determine whether the Board and its committees are functioning effectively.

In 2023, this effort included the engagement of an independent third-party evaluation firm to augment the Board’s annual evaluation and succession planning processes.

The self-evaluation process solicits input from individual directors and provides an opportunity for directors to identify areas for improvement.

Improvement areas may include the need for new skills and experiences, which helps guide the Board’s direction for specific skills, attributes and experiences needed to effectuate the Company’s strategy.

The Board values diversity of talents, skills, abilities and experiences and believes Board diversity of all types provides significant benefits to the Company.

Our Corporate Governance Guidelines state that directors will be selected in the context of assessing the Board’s needs at the time and with the objective of ensuring diversity in the background, experience, and viewpoints of Board members.

To assist in promoting diversity, the Board actively seeks and includes women and minority candidates in the pool of nominees when selecting new director candidates.

The Nominating and Corporate 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.

Delinquent Section 16(a) Reports

Based solely on a review of the reports filed for fiscal year ended December 31, 2023 and related written representations from reporting persons, we are not aware of any late or delinquent filings under Section 16(a) of the Securities Exchange Act of 1934.

Executive Compensation

Director Compensation

Our director compensation program is designed to compensate non-executive directors fairly for their service and to align their interests with the long-term interests of our stockholders.

Every other year, the Compensation Committee reviews the compensation level of our non-executive directors and makes recommendations to the Board.

In 2022, the Committee engaged independent compensation consultant Pay Governance to evaluate the compensation program relative to the director compensation programs of our executive compensation peer group.

Pay Governance found that our non-executive director annual retainer was below the peer group median, while other elements of pay (e.g., committee membership, and Board and committee leadership) are generally positioned between the 50 th and 75 th percentiles.

Pay Governance advised that they expect increases in director pay, at median, of 3% to 5% for companies looking to maintain their competitive positioning.

As a result, for 2023, Pay Governance recommended, and the Nominating and Corporate Governance Committee concurred and approved, an increase in our annual retainer to position our compensation at the 50 th percentile of our peer group.

In 2023, the annual compensation package for non-executive directors consisted of the following.

2023-Type of Fee

Non-Executive Chair Cash

Non-Executive Chair Restricted Stock (one year vesting)

Lead Independent Director Cash

Lead Independent Director Stock (one year vesting)

All Other Non-Executive Directors Cash

All Other Non-Executive Directors Restricted Stock (one year vesting)

Committee Chair / Member Cash Stipend

Audit Committee $

30,000 / 10,000

Compensation Committee $

22,500 / 7,500

Nominating and Corporate Governance Committee $

15,000 / 6,000

Meeting fees $

2023 Non-Employee Director Compensation Table

The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2023.

Soultz is a member of the Board but does not receive any additional compensation for services provided as a director.

Director Name Fees Earned or Paid in Cash ($) (1)

Stock Awards ($) (2)

Bartlett $ 117,500 $ 150,000 $ 267,500

Holthaus $ 130,000 $ 150,000 $ 280,000

Natalia Johnson (4)

$ 60,000 $ 150,000 $ 210,000

Erik Olsson $ 150,000 $ 185,000 $ 335,000

Owen $ 86,000 $ 150,000 $ 236,000

Jeff Sagansky $ 108,500 $ 150,000 $ 258,500

Upchurch $ 90,000 $ 150,000 $ 240,000

$ 87,500 $ 150,000 $ 237,500

(1) The amounts in this column represent annual cash retainers and fees paid during 2023.

(2) The amounts reflected in this column represent the aggregate grant date fair value of the restricted stock awards computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”).

The grant date fair value of the stock awards under ASC 718 is calculated based on the number of shares of our Common Stock underlying the award, multiplied by the closing price of a share of our Common Stock on the date of grant.

Furthermore, non-employee directors must retain their equity grants for 12 months before their equity grants will vest.

Goble and Ms.

McWaters ceased serving on the Board at the conclusion of the 2023 annual meeting.

Johnson was appointed to the Board in August 2023.

The aggregate number of shares of restricted stock issued as director compensation that were outstanding and unvested as of December 31, 2023 held by each non-employee director (in their capacity as non-employee directors) was as follows:

Director Number of Shares of Restricted Stock Unvested as of December 31, 2023

Bartlett 3,523

Holthaus 3,523

Natalia Johnson 3,463

Erik Olsson 4,345

Jeff Sagansky 3,523

Upchurch 3,523

The information to be included under the captions “Director Nominee Biographies & Qualifications,” “Codes of Business Conduct & Ethics,” “Audit Committee,” and “Compensation Governance Policies” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

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 2023, and the principles and objectives of our decisions with respect to 2023 compensation for our named executive officers.

Executive Officers Covered by this Compensation Discussion and Analysis

In this CD&A, we provide information regarding our compensation policies and decisions relating to our Chief Executive Officer (“CEO”), President and Chief Financial Officer (“CFO”), Executive Vice President – Chief Legal & Compliance Officer & ESG (“CLO”), Executive Vice President – Chief Human Resources Officer (“CHRO”), Executive Vice President – Chief Information Officer (“CIO”) and Senior Vice President – Chief Accounting Officer (“CAO”).

We refer to these executive officers 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 2023 and their titles are listed in the following table:

Name Age Title

Soultz 54 Chief Executive Officer (CEO)

Boswell 45 President and Chief Financial Officer (CFO)

Lopez 52 Executive Vice President – Chief Legal & Compliance Officer & ESG (CLO)

Gorcyca 45 Executive Vice President – Chief Human Resources Officer (CHRO)

Graeme Parkes 51 Executive Vice President – Chief Information Officer (CIO)

Shanks 47 Senior Vice President – Chief Accounting Officer (CAO)

Our Executive Compensation Program

We lease turnkey modular offices and portable storage units with furniture and appliances, or Value-Added Products, so that our customers are immediately productive, safe, and comfortable.

We maximize value by safely and frugally growing lease revenue, driving units on rent, rate optimization, and Value-Added Products penetration to delight our customers, support our employees, and deliver outstanding returns to our stockholders.

In 2023, WillScot Mobile Mini generated $2.36B of revenue, $1.06B of Adjusted EBITDA, $341.8M of income from continuing operations, and $576.6M of Free Cash Flow representing growth relative to 2022 of 10.4%, 20.1%, 23.7%, and 74.5%, respectively.

(1) We progressed every growth initiative that management previously described at our 2021 Investor Day, and we achieved one of our milestones of $1B of Adjusted EBITDA in 2023.

(1) All metrics presented from continuing operations.

Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures.

For a discussion of our use of non-GAAP financial measures, please see the “Reconciliation of Non-GAAP Financial Measures” section in Item 7 of this Annual Report on Form 10-K.

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 Element Who Receives When Granted Form of Delivery Type of Performance Performance Period How Payout Determined 2023 Performance Measures

Base Salary All named executive officers Bi-weekly Cash Short-term emphasis (fixed) Bi-weekly Pre-established at each payroll date Individual

STIP All named executive officers Annually Cash Short-term emphasis (variable) 1 year Pre-established formula Adjusted EBITDA, Q4 Core Lease Revenue Delivered

Performance- Based RSUs All named executive (cliff vesting) officers Annually Equity Long-term emphasis (variable) 3 years Pre-established formula Relative TSR vs.

S&P MidCap 400 Index

Time-Based RSUs All named executive officers Annually Equity Long-term emphasis (variable) 4 years (ratable annual vesting) Stock price at each vesting date Service Period

Key 2023 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 2023 are set forth below.

Compensation Component Link to Business and Talent Strategies 2023 Compensation Actions

Base Salary • Competitive base salaries help attract and retain executive talent.

• The CEO’s merit based increase for 2023 was 4.6% and the merit based increases for the other NEOs for 2023 ranged from 4% to 13.9%, 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”) Compensation • Focus executives on achieving annual financial results that are key indicators of annual financial and operational performance.

• Named executive officers earned annual cash incentive awards valued at 117.34% of target (Adjusted EBITDA payout above target;

Q4 Core Lease Revenue Delivered below target).

Long-Term Equity Incentive Compensation • 2023 annual equity-based awards consisted of Performance-Based RSUs and Time-Based RSUs.

• Performance-Based RSUs are based on relative total shareholder return (TSR) over a 3-year period versus constituent companies in the S&P MidCap 400 Index.

• Time-Based RSUs provide focus on stock price growth and support and underpin our talent retention objectives

• The target annual equity award mix is 70% Performance-Based RSUs and 30% Time-Based RSUs for the CEO, CFO CLO and CHRO;

and 65% Performance-Based RSUs and 35% Time-Based RSUs for all other named executive officers.

For 2023, the Compensation Committee elected to increase the weighting of Performance-Based RSUs for Messrs.

Lopez and Parkes and Ms.

• Performance-Based RSUs are subject to a 3-year performance period (3 years following the grant date).

• Time-Based RSUs vest over four years, in equal annual installments.

Pay Mix is Majority Performance Based

Emphasis on Performance-Based Elements of Compensation

It remains our firm belief that the majority of compensation of our senior executives should be based on our overall performance.

A significant portion of our executives’ pay is incentive-based and therefore at risk.

In 2023, as shown in the preceding chart, performance-linked components (Annual Performance Bonus (“STIP”) and long-term incentive compensation) were 88% 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 79% of the average target total direct compensation opportunity for the other named executive officers.

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 not (X)

✔ Have pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation ✔

Actively solicit feedback from our stockholders on compensation and governance matters X Offer compensation-related tax gross-ups

✔ Have pre-established performance goals that are aligned with creation of stockholder value ✔

Have Board oversight of ESG and other sustainability matters X Allow hedging, short sales, monetization, derivative and similar transactions of our securities by directors, officers or other employees, unless approved by the Board

✔ Have a comprehensive Code of Business Conduct, Code of Ethics, and Corporate Governance Guidelines ✔

Have Audit Committee and Compensation Committee oversight of the Company’s Enterprise Risk Management Program X Allow pledging of our securities by directors, officers or other employees

✔ Conduct annual market comparison of executive compensation against a relevant peer group ✔

Elect directors by majority vote X Pay dividends on unearned performance-based awards

✔ Have double-trigger vesting for equity awards in the event of a change in control ✔

Grant the Board and each committee express authority to retain outside advisors X Pay dividends on unvested Time-Based awards

✔ Have an equity plan dilution within market practices ✔

Split the roles of Chairman and Chief Executive Officer X Grant stock options with exercise prices less than the fair market values of our common stock on the grant date

✔ Have robust stock ownership guidelines for executives and Directors that reinforce alignment with stockholders ✔

Perform annual Board and committee self-evaluations X Reprice or buy-out underwater stock options without stockholder approval

✔ Have a recoupment policy that authorizes recovery of cash and equity incentive compensation and exceeds SEC regulations ✔

Perform an annual review of a CEO succession plan X Provide reload provisions in any stock option grant

✔ Have cash severance within market practices ✔

Perform an annual review of senior management succession planning X Provide defined benefit pension plans for executives

✔ Provide senior executives generally the same benefits as full-time employees ✔

Have a Nominating and Corporate Governance Committee with oversight over the Company’s governance framework X Have any significant perquisites

✔ Mitigate undue risks, particularly by annual review of plans, policies and practices ✔

Have oversight of the Company’s goals and objectives relating to human capital management, diversity and inclusion by the Compensation Committee

✔ Have an independent compensation consultant advising the Compensation Committee ✔

Have a Lead Independent Director

How We Determine Executive Compensation

Executive Compensation Philosophy

The Compensation Committee and the Board believe 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 and oversees human capital management strategy

• Approves incentive compensation and target performance expectations for the STIP and long-term incentive awards

• Reviews NEO compensation and 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 – Pay Governance • Provides independent advice, research and analytical services on a variety of subjects to the Compensation Committee, including talent and retention, compensation of executive officers, nonemployee director compensation and executive compensation trends

• Participates in Compensation Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings

• Reports to the Compensation Committee, does not perform any other services for the Company, and has no economic or other ties to the Company or the management team that could compromise its independence or objectivity

CEO and Management • Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which reviews its recommendations and 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

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 2023, the Compensation Committee, working with its independent compensation consultant, Pay Governance, recommended 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 ROIC, growth, free cash flow, revenue, EBITDA, and market capitalization), our industry, our customer base, our national scope or similarity of distribution.

The Compensation Committee also selected companies that may compete with us for talent, customers or both talent and customers.

The Compensation Committee reviews the peer group annually.

In 2022, due to the merger of Duke Realty Corporation into Prologis the Compensation Committee (with advice from Pay Governance) approved the exit of Duke Realty from our peer group and the addition of Waste Connections, and approved the following peer group for use in setting compensation for 2023:

• Air Lease Corporation

• Iron Mountain Incorporated

• Americold Realty Trust

• Lamar Advertising Company (REIT)

• Cintas Corporation

• Republic Services, Inc.

• Clean Harbors, Inc.

• Stericycle, Inc.

• Triton International Limited

• Extra Space Storage Inc.

• UniFirst Corporation

• GATX Corporation

• United Rentals, Inc.

• GFL Environmental Inc.

• Waste Connections

• Herc Holdings Inc.

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.

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.

2023 Named Executive Officer Compensation Elements in Detail

Base Salaries

The Compensation Committee approved changes in NEO base salaries for 2023 based on an assessment of individual performance and to better align with market compensation levels and to reflect role and responsibility changes and increases, respectively, and strong Company performance.

Base salary represents the fixed amount that we pay to each named executive officer for performing their 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 2023 base salaries for the NEOs:

Executive Officer 2023 Base Salary 2022 Base Salary Year Over Year Change

Soultz $ 979,440 $ 936,000 4.6% (1)

Boswell $ 655,627 $ 624,000 5.1% (2)

Lopez $ 546,000 $ 525,000 4.0%

Gorcyca $ 450,000 N/A N/A

Graeme Parkes $ 436,800 $ 420,000 4.0%

Shanks $ 410,000 $ 360,000 13.9% (3)

(1) In 2023 the Board eliminated the annual automobile allowance from Mr.

Soultz’s compensation and rolled a proportionate share of the allowance into his base compensation, which with his 4% annual increase resulted in a YoY change of 4.6%.

(2) In 2023 the Board eliminated the annual automobile allowance from Mr.

Boswell’s compensation and rolled a proportionate share of the allowance into his base compensation, which with his 4% annual increase resulted in a YoY change of 5.1%.

(3) Following a competitive market review and based on individual performance, the Compensation Committee approved this base salary increase for Ms.

Shanks in 2023.

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 0% to 200% of the target award opportunity, based on performance relative to the performance goals, as determined by the Compensation Committee.

2023 STIP Target Award Percentages

The Compensation Committee reviews our STIP opportunities each year to ensure that they are competitive.

For 2023, 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 Officer 2023 Target Percentage of Base Salary 2022 Target Percentage of Base Salary Year Over Year Change

Soultz 150% 150% 0%

Boswell 125% 125% 0%

Graeme Parkes 75% 75%

Shanks 50% 50% 0%

2023 STIP Performance Goals and Actual Performance

The Compensation Committee undertook a rigorous review and analysis to establish the 2023 performance goals under the STIP.

The Committee established the performance levels 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 2023 STIP awards for our named executive officers using the following framework, with the STIP payout based on the Target/Payout Table that appears below:

Base Salary X Target Percentage X Financial Performance = Annual Cash Incentive Award

STIP Target/Payout Table

Financial Performance Achievement Percentage Payout Percentage

Above or equal to 120% 200%

Annual Cash Earned

For 2023, the Compensation Committee established the following financial goals and payout levels under the STIP:

Measure Weighting Rationale for Measure Payout Range (2)

Adjusted EBITDA 70% (1)

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%).

Q4 Core Lease Revenue Delivered 30% Q4 Core Lease Revenue Delivered provides for clearer alignment and motivation to drive run-rate revenues headed into the subsequent plan year.

The measure is derived coincidental with the annual budget process and represents a more stable, predictable and visible metric.

(1) The weighting percentage may be lower for certain employees at the vice president level and below.

(2) Performance below 90% of the target performance goals results in a 0% payout.

The threshold, target and maximum performance and payout opportunities under the 2023 STIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below:

Weighting Threshold Target

Maximum Actual % of Target Achieved Payout %

Payout % 100% 50% 100% 200%

Adjusted EBITDA – First Half ($ millions) 35% $396.8 $440.9 $529.1 $507.7 115.2% 175.7%

Adjusted EBITDA – Second Half ($ millions) 35% $501.7 $557.4 $668.9 $552.6 99.1% 95.7%

Q4 Core Lease Revenue Delivered

($ millions) 30% $446.8 $496.5 $595.8 $471.2 94.9% 74.5%

Weighted Average Payout:

Based on the achievement of the 2023 financial performance goals, the Compensation Committee approved the following STIP awards that our NEOs who were serving as of the last day of 2023 earned for 2023.

Executive Officer Target STIP Opportunity

Payout % of Target

Soultz $1,469,160

Boswell $819,534

Lopez $491,400

Gorcyca $337,500

Graeme Parkes $327,600

Shanks $205,000

Gorcyca’s payout is pro-rated based on her hire date.

2023 Long-Term Incentive Awards

For 2023, for 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.

Annual Equity Award Target Weighting Rationale and Key Features

Performance-Based RSUs 70% for CEO, CFO, CLO and CHRO, 65% for all other NEOs • Incentivize NEOs to achieve specific measurable stock price performance over a three-year performance period.

• 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.

• Additional Performance-Based RSU grants made to the NEOs had the effect of increasing the Performance-Based mix of the grants beyond 70% and 65%.

Time-Based RSUs 30% for CEO, CFO,CLO and CHRO, 35% 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.

The Compensation Committee annually considers various alternative performance-based metrics including, but not limited to, financial return metrics such as ROIC.

We believe sustained and improving financial returns correlate to long-term stockholder value creation.

While ROIC is a critical financial metric for the Company and underpins our human and financial capital allocation decisions, we believe rTSR reflects both the effect of sustained and improving financial returns along with continued robust growth.

The Performance-Based RSUs granted in 2023 are based solely on our TSR performance relative to the constituents in the S&P 400 MidCap Index.

We believe that relative TSR aligns our NEOs’ long-term incentive compensation with our stockholders.

In addition to relative TSR, the Committee also considers key financial metrics (e.g., ROIC, EBITDA) when sizing the awards for NEOs as the growth and improvement in these metrics is highly correlated to our stock price performance.

Below sets forth the 2023 LTIP performance thresholds (based on relative Total Shareholder Return) relative to constituent companies in the S&P MidCap 400 Index and corresponding payout for Performance-Based RSUs.

Financial Performance Achievement Payout Percentage

<25 th Percentile

25 th Percentile

50% (Threshold)

50 th Percentile

100% (Target)

85 th Percentile

200% (Maximum)

>85 th Percentile

The Compensation Committee approved the following grants of Performance-Based RSUs and Time-Based RSUs to our named executive officers for 2023:

Executive officer Performance-Based RSUs Time-Based RSUs

Threshold Shares

Award (#) Target Value ($) (1)

Award (#) Target Value ($)

Soultz 31,041 62,081 124,162 62,081 $ 3,150,000 26,606 $ 1,350,000

Boswell 12,416 24,832 49,664 24,832 $ 1,260,000 10,642 $ 540,000

Lopez 13,935 27,869 55,738 27,869 $ 1,414,073 5,912 $ 300,000

Gorcyca N/A N/A N/A N/A N/A N/A N/A

Graeme Parkes 11,841 23,681 47,362 23,681 $ 1,201,574 5,173 $ 262,500

Shanks 6,640 13,279 26,558 13,279 $ 673,776 2,414 $ 122,500

(1) For 2023, the Compensation Committee, at the recommendation of Mr.

Soultz, approved an increase to the weighting of the performance-based RSUs versus the target weighting noted above.

Other Compensation and Benefits

Employment Agreements & Individual Compensation Decisions

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

The employment agreements or compensation 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.

Soultz, Chief Executive Officer

Effective March 25, 2024, the Board approved an increase in salary for Mr.

Soultz for 2024 to $1,018,618.

He is eligible for a target short-term incentive bonus of $1,527,927, or 150% of his annual base salary, and annual long-term incentive awards with a target grant date value of $4,500,000, 30% in the form of Time-Based RSUs vesting ratably over four years and 70% in the form of Performance-Based RSUs vesting over three years.

Soultz’s STIP and LTIP levels remained unchanged.

The Board also eliminated the annual automobile allowance from Mr.

Soultz’s compensation and rolled a proportionate share of the allowance into his base compensation so that at target the overall compensation paid would not exceed the actual allowance amount.

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.

On September 8, 2021, we amended Mr.

Soultz’s agreement to include an additional 48 months to end March 1, 2026.

The amendment also extended the non-compete period from 12 to 24 months.

As of September 8, 2021, the amended agreement also contemplated an additional retention and performance incentive award consisting of a target number of 312,632 performance-based restricted 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 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 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.

Related to the September 2021 Performance-Based RSU grants on February 10, 2023, the Compensation Committee ratified the stock price attainment, following the first of four annual test periods, each of which coincides with the 60 day average price following the Company’s filing of its third quarter results.

The calculation was performed by FTI, which utilized

share price thresholds as the primary performance criteria.

Following such ratification, the Committee approved the earned but not vested equity associated with the September 2021 Performance-Based RSU grants.

Soultz surpassed the attainment of the $45.00 per share threshold calculated as the share price over a period of 60 consecutive trading days following the filing of the Company’s third quarter results with an attainment of $46.40 per share.

Boswell, President and Chief Financial Officer

Effective March 25, 2024, the Board provided an increase in annual base salary for Mr.

Boswell for 2024 to $681,852.

He is eligible for a target short-term incentive bonus of $852,315, or 125% of his annual base salary, and annual long-term incentive awards with a target grant value of $1,800,000, 30% in the form of Time-Based RSUs vesting ratably over four years and 70% in the form of Performance-Based RSUs vesting over three years.

Boswell’s STIP and LTIP levels remained unchanged.

The Board also eliminated the annual automobile allowance from Mr.

Boswell’s compensation and rolled a proportionate share of the allowance into his base compensation so that at target the overall compensation paid would not exceed the actual allowance amount.

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.

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.

The agreement also includes non-compete and employment non-solicitation provisions for 12 months post-termination of employment.

As of September 8, 2021, the amended agreement also contemplated an additional retention and performance incentive award consisting of a target number of 243,158 performance-based restricted 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 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 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 calculation was performed by FTI, which utilized share price thresholds as the primary performance criteria.

Following such ratification, the Committee approved the earned but not vested equity associated with the September 2021 Performance-Based RSU grants.

Boswell surpassed the attainment of the $45.00 per share threshold calculated as the share price over a period of 60 consecutive trading days following the filing of the Company’s third quarter results with an attainment of $46.40 per share.

Lopez, Executive Vice President – Chief Legal & Compliance Officer & ESG

Effective March 25, 2024, the Board provided an increase in annual base salary for Mr.

Lopez for 2024 to $575,000.

He is eligible for a target short-term incentive bonus of $575,000, or 100% of his annual base salary, and annual long-term incentive awards with a target grant value of $1,500,000, 30% in the form of Time-Based RSUs vesting ratably over four years and 70% in the form of Performance-Based RSUs vesting over three years.

On June 6, 2022, we entered into an amended and restated employment agreement with Mr.

Lopez, effective June 3, 2022.

The terms of the agreement, among other things, (a) extended Mr.

Lopez’s employment term through June 3, 2027, with automatic one-year renewals thereafter, (b) updated Mr.

Lopez’s title to Executive Vice President – Chief Legal & Compliance Officer & ESG, (c) provided for an annual base salary of $525,000 per calendar year, (d) provided for an annual target bonus opportunity of 90% of his base salary, (e) set the target grant value of Mr.

Lopez’s annual equity award at $1,000,000, 70% of which shall be in the form of performance-based restricted stock units vesting over three years and 30% in the form of restricted stock units vesting over four years, (f) approved an annual allowance of $40,000 (g) eliminated the annual automobile allowance, (h) provided for severance payments in the event of a termination without Cause or for Good Reason or following a Change in Control (each as defined in the agreement) to include an amount equal to 1.5 times Mr.

Lopez’s annual target bonus and continued base salary for 18 months, and (i) extended the non-compete period from 12 to 18 months.

Gorcyca, Executive Vice President – Chief Human Resources Officer

On June 26, 2023, we entered into an employment agreement with Ms.

Gorcyca, which provides for annual base salary of $450,000.

Effective March 25, 2024, the Board provided an increase in annual base salary for Ms.

Gorcyca for 2024 to $468,000.

She is eligible for a target short-term incentive bonus of $351,00 or 75% of her annual base salary, and annual long-term incentive awards with a target grant value of $750,000, 30% in the form of Time-Based RSUs vesting ratably over four years and 70% in the form of Performance-Based RSUs vesting over three years.

Under the terms of Ms.

Gorcyca’s employment agreement, in the event of a termination without Cause or for Good Reason or following a Change in Control (each as defined in the agreement) to include an amount equal to 1 times Ms.

Gorcyca’s annual target bonus and continued base salary for 18 months and sets a non-compete period of 24 months.

Graeme Parkes, Executive Vice President – Chief Information Officer

Effective March 25, 2024, the Board provided an increase in annual base salary for Mr.

Parkes for 2024 to $454,272.

He is eligible for a target short-term incentive bonus of $340,704, or 75% of his annual base salary, and annual long-term incentive awards with a target grant value of $750,000, 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.

The Compensation Committee made these increases with confidence given Mr.

Parkes’ continued performance and strong stewardship of his duties.

On February 15, 2023, as a result of a market review of the position, responsibilities and compensation levels, we entered into an amended and restated employment agreement with Mr.

The terms of the agreement instituted a double trigger requirement in the event of a Change in Control and, among other things, (a) provided for severance payments in the event of a termination without Cause or for Good Reason or following a Change in Control to include an amount equal to 1 times Mr.

Parkes’ annual target bonus and continued base salary for 18 months, (b) extended the non-compete period to 18 months, (c) provided for an annual target bonus opportunity of 75% of his base salary, and (d) set the target grant value of Mr.

Parkes’ annual equity award at $750,000, 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.

Shanks, Senior Vice President – Chief Accounting Officer

Effective March 25, 2024, the Board provided an increase in annual base salary for Ms.

Shanks for 2024 to $426,400,.

She is eligible for a target short-term incentive bonus of $231,200, or 50%, of her annual base salary, and annual long-term incentive awards with a target grant value of $350,000, with 35% in the form of Time-Based RSUs vesting ratably over four years and 65% in the form of Performance-Based RSUs vesting ratably over three years.

The Compensation Committee made these increases with confidence given Ms.

Shanks’ continued performance and strong stewardship of her duties.

The Board also eliminated the annual automobile allowance from Ms.

Shanks’ compensation and rolled a proportionate share of the allowance into her base compensation so that at target the overall compensation paid would not exceed the actual allowance amount.

We made available all or some of the following perquisites to our named executive officers during 2023:

premiums for life and supplemental individual disability insurance and an executive travel allowance for Mr.

Lopez in the amount of $40,000 (1) .

We reflect the aggregate incremental cost of these perquisites in the “All Other Compensation” column of the Summary Compensation Table.

The Compensation Committee (and the Board related to Mr.

Soultz) eliminated the annual automobile allowances for NEOs, effective in 2023 (a proportionate share of the allowance was added to base compensation so that, at target, the overall compensation paid would not exceed the actual allowance amount previously provided).

(1) Increased to $50,000 for 2024.

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 (1)

Chief Executive Officer 6x

President & Chief Financial Officer 5x

Chief Legal Officer 3x

Other NEOs 2x

(1) For purposes of calculating stock ownership, vested stock are included in such calculation.

Unvested equity is not included in such calculation.

We expect executive officers to meet their target ownership level by the later of the fifth anniversary of their appointment as an executive officer or November 1, 2028, which is the fifth anniversary of the effective date of the guidelines.

We expect executive officers who have not achieved their target ownership level by the applicable deadline to retain 100% of their equity awards, including any net shares acquired upon any future vesting of restricted stock units and/or the exercise of stock options, 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, after which we will remeasure compliance.

As of the date of this Annual Report on Form 10-K, all of our executive officers either had met the target ownership level or had additional time to do so.

Our Compensation Committee reviews annually the ownership levels for executive officers.

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.

Compensation Recoupment Policy

During 2023, we modified our Compensation Recoupment Policy to comply with the SEC’s recently issued regulations and the stock exchange listing standards that implemented those regulations.

Our policy as modified provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over (2) the amount that would have been received had it been determined based on the restated financials.

Our policy also authorizes us to recover, reduce or cancel, incentive-based and equity compensation paid or awarded to, or earned by, covered officers if the officer has engaged in prohibited conduct that has caused, or might reasonably be expected to cause, significant 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.

Covered employees generally include our named executive officers.

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 2023, 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 the Company’s Annual Report on Form 10-K and proxy statement relating to the 2024 annual meeting of shareholders.

Respectfully submitted,

Jeff Sagansky, Chair

Mark Bartlett

Natalia Johnson

Compensation Tables

Summary Compensation Table for Fiscal Year 2023

The following table shows for the fiscal years ended December 31, 2023, 2022 and 2021, compensation awarded or paid to, or earned by, the individuals who served as executive officers during 2023.

Name and Principal

Year Salary (1)

Stock Awards (3)

Options Awards Non-Equity Plan Compensation (4)

All Other Compensation (5)

Chief Executive Officer

2023 $ 967,745 $ — $ 5,665,871 $ — $ 1,723,971 $ 34,062 $ 8,391,649

2022 $ 934,615 $ — $ 5,103,737 $ — $ 2,517,372 $ 39,074 $ 8,594,799

2021 $ 886,539 $ — $ 14,635,168 $ — $ 2,102,166 $ 36,727 $ 17,660,600

President and Chief Financial Officer

2023 $ 647,112 $ — $ 2,266,321 $ — $ 961,674 $ 30,355 $ 3,905,461

2022 $ 623,077 $ — $ 2,041,503 $ — $ 1,398,540 $ 35,131 $ 4,098,252

2021 $ 579,807 $ — $ 8,760,710 $ — $ 1,167,870 $ 509,160 $ 11,017,548

EVP, Chief Legal & Compliance Officer & ESG

2023 $ 540,346 $ — $ 2,237,453 $ — $ 576,628 $ 190,997 $ 3,545,425

2022 $ 508,020 $ — $ 1,495,497 $ — $ 847,193 $ 51,292 $ 2,902,001

2021 $ 460,961 $ — $ 1,275,016 $ — $ 707,460 $ 60,880 $ 2,504,318

EVP, Chief Human Resources Officer (6)

2023 $ 216,346 $ — $ — $ — $ 231,021 $ 9,659 $ 457,027

2022 N/A N/A N/A N/A N/A N/A N/A

2021 N/A N/A N/A N/A N/A N/A N/A

Graeme Parkes

EVP, Chief Information Officer (7)

2023 $ 432,277 $ — $ 1,908,803 $ — $ 384,419 $ 23,763 $ 2,749,262

2022 $ 418,653 $ — $ 1,439,256 $ — $ 564,795 $ 16,590 $ 2,439,294

2021 N/A N/A N/A N/A N/A N/A N/A

SVP, Chief Accounting Officer

2023 $ 396,538 $ — $ 1,045,656 $ — $ 240,555 $ 21,603 $ 1,704,353

2022 $ 359,424 $ — $ 653,543 $ — $ 322,740 $ 33,203 $ 1,368,911

2021 $ 338,295 $ — $ 531,234 $ — $ 269,509 $ 28,404 $ 1,167,442

(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 2023 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 2023 Incentive Award Plan (“LTIP”).

For the assumptions used in determining these values, see Note 1 to our 2023 audited financial statements contained in this Annual Report on Form 10-K.

(4) Amounts in this column represent payments under our STIP for 2023.

(5) Amounts in this column for 2023 are set forth in the table below.

Gorcyca was appointed CHRO in June 2023.

Parkes was not an NEO prior to 2022.

Name Auto Allowance Employer 401(k) Contributions Life and Supplemental Individual Disability Insurance Premiums Other Allowance Relocation Total

Soultz $ 3,750 $ 14,850 $ 15,462 $ — $ — $ 34,062

Boswell $ 3,750 $ 14,850 $ 11,733 $ 22 $ — $ 30,355

Lopez $ — $ 14,850 $ 25,348 $ 40,000 $ 110,800 $ 190,997

Gorcyca $ — $ 8,567 $ 1,092 $ — $ — $ 9,659

Graeme Parkes $ — $ 14,850 $ 8,913 $ — $ — $ 23,763

Shanks $ 3,750 $ 14,850 $ 3,003 $ — $ — $ 21,603

Grants of Plan-Based Awards for Fiscal Year 2023

The following table sets forth information regarding all grants of plan-based awards that we made to our NEOs during 2023.

The information supplements the disclosure of stock 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 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 Awards Estimated Future Payouts Under Equity Incentive Plan Awards (PSU) Awards

Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) All Other Stock

Stock or Units (#)

All Other Option

of Securities

Exercise or Base

Price of Option

Awards ($/Sh)

Grant Date Fair

Value of Stock

Awards ($) (1)

2/24/2023 $ 734,580 $ 146,916 $ 2,938,321 31,041 62,081 124,162 26,606 $ 5,665,871

Boswell 2/24/2023 $ 409,767 $ 819,534 $ 1,639,068 12,416 24,832 49,664 10,642 $ 2,266,321

2/24/2023 $ 245,700 $ 491,400 $ 982,800 13,935 27,869 55,738 5,912 $ 2,237,453

N/A N/A N/A N/A N/A

Graeme Parkes

2/24/2023 $ 163,800 $ 327,600 $ 655,200 11,841 23,681 47,362 5,173 $ 1,908,803

2/24/2023 $ 102,500 $ 205,000 $ 410,000 6,640 13,279 26,558 2,414 $ 1,045,656

(1) Values are calculated in accordance with ASC 718

Gorcyca did not receive equity award in 2023 due to her start date.

Outstanding Equity Awards at Fiscal 2023 Year-End

The following table presents certain information concerning equity awards that our named executive officers held as of December 31, 2023.

Option Awards Stock Awards

Unexercised and

Unexercisable

Option Exercise

Option expiration

shares or units

of stock that

have not vested

Market value of

shares or units

of stock that

have not vested

Equity Incentive

Shares, Units or

That Have Not

Equity Incentive

Market Payout

Shares, Units or

That Have Not

Vested ($) (1)

Soultz 408,497 (2)

$ 13.60 March 20, 2028 108,594 $ 4,832,433 564,450 $ 25,118,025

Boswell 125,691 (2)

$ 13.60 March 20, 2028 44,218 $ 1,967,701 334,335 $ 14,877,908

Lopez N/A N/A N/A 20,895 $ 929,828 83,048 $ 3,695,636

Gorcyca N/A N/A N/A N/A N/A N/A N/A

Graeme Parkes 1,301 $ 19.70 October 27, 2024 16,698 $ 743,061 70,224 $ 3,124,968

6,070 $ 17.79 January 22, 2025

12,859 $ 10.91 January 20, 2026

24,092 $ 13.54 February 1, 2027

20,981 $ 12.19 July 19, 2027

9,739 $ 13.54 January 28.

Shanks N/A N/A N/A 9,124 $ 406,018 37,677 $ 1,676,627

(1) Market value was calculated based upon the closing price of the shares of Common Stock on Nasdaq of $44.50 on December 29, 2023, 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.

Option Exercises and Stock Vested in Fiscal Year 2023

Option Awards

Name Number of Shares Acquired

on Exercise (#)

Value Realized on Exercise ($)

Number of Shares Acquired

on Vesting (#)

Value Realized on Vesting ($) (1)

Graeme Parkes

(1) Value for shares acquired on vesting are pre-tax value.

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, 2023, the last business day of our fiscal year, and that our Common Stock was valued at the closing market price as of December 29, 2023 of $44.5.

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.

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.

Employment Agreement Provisions Relating to Termination of Employment or Change in Control

Name Termination by Death ($) Termination by Disability ($) Termination by Company without

Cause or by Executive for Good

Change in Control and

Termination by Company without

Cause or for Disability or by

Executive for Good Reason ($)

Severance $ 979,440 $ — $ 4,897,201 $ 6,366,362

Pro Rata Bonus $ 1,723,971 $ 1,723,971 $ 1,723,971 $ 1,723,971

Vesting of Stock Options $ — $ — $ — $ —

Vesting of Restricted Stock Units (1)

$ 29,950,458 $ 29,950,458 $ 35,138,512 $ 35,138,512

Insurance $ — $ 15,087 $ 30,173 $ 30,173

Total $ 32,653,896 $ 31,689,516 $ 41,789,857 $ 43,258,018

Severance $ 655,627 $ — $ 2,212,742 $ 4,589,390

Pro Rata Bonus $ 961,674 $ 961,674 $ 961,674 $ 961,674

Vesting of Stock Options $ — $ — $ — $ —

Vesting of Restricted Stock Units (1)

$ 16,845,609 $ 16,845,609 $ 18,495,867 $ 18,495,867

Insurance $ — $ 21,957 $ 32,935 $ 32,935

Total $ 18,462,909 $ 17,829,239 $ 21,703,218 $ 24,079,866

Severance $ 546,000 $ — $ 1,556,100 $ 2,293,200

Pro Rata Bonus $ 576,628 $ 576,628 $ 576,628 $ 576,628

Vesting of Stock Options $ — $ — $ — $ —

Vesting of Restricted Stock Units (1)

$ 4,625,464 $ 4,625,464 $ 5,871,324 $ 5,871,324

Insurance $ — $ 23,608 $ 35,413 $ 35,413

Total $ 5,747,092 $ 5,225,700 $ 8,039,465 $ 8,776,565

Severance (2)

$ — $ 450,000 $ 787,500 $ 787,500

Pro Rata Bonus $ 231,021 $ 231,021 $ 231,021 $ 231,021

Vesting of Stock Options $ — $ — $ — $ —

Vesting of Restricted Stock Units (1)

$ — $ — $ — $ —

Insurance $ 21,957 $ — $ 21,957 $ 21,957

Total $ 231,021 $ 681,021 $ 1,040,478 $ 1,051,456

Graeme Parkes

Severance $ 436,800 $ — $ 764,400 $ 982,800

Pro Rata Bonus $ 384,419 $ 384,419 $ 384,419 $ 384,419

Vesting of Stock Options $ — $ — $ — $ —

Vesting of Restricted Stock Units (1)

$ 3,868,029 $ 3,868,029 $ 4,584,039 $ 4,584,039

Insurance $ — $ — $ — $ —

Total $ 4,689,248 $ 4,252,448 $ 5,732,858 $ 5,951,258

Severance (3)

$ — $ — $ 307,500 $ 307,500

Pro Rata Bonus $ — $ — $ 240,555 $ 240,555

Vesting of Stock Options $ — $ — $ — $ —

Vesting of Restricted Stock Units (1)

$ — $ — $ — $ —

Insurance $ — $ — $ — $ —

Total $ — $ — $ 548,055 $ 548,055

(1) Includes performance based RSU's at target performance.

(2) 956,250 in the case of termination without cause.

(3) Only payable in the case of Termination by Company without Cause (with or without a 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 compensation letters with each of our current named executive officers.

Those agreements or compensation 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 compensation letters relating to termination of employment is below.

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.

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.

Boswell, President and 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.

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.

Boswell's employment is terminated within three years of his relocation to Phoenix, Arizona, Mr.

Boswell is also eligible for certain additional relocation benefits.

Lopez, Executive Vice President – Chief Legal & Compliance Officer & ESG

The Lopez Agreement provides that in the event of a termination of employment without Cause (as defined in the Lopez Agreement) or due to the delivery of a notice of non-renewal of the term by the Company or a resignation for Good Reason (as defined in the Lopez Agreement), in addition to Accrued Benefits (as defined in the Lopez Agreement), Mr.

Lopez will be entitled to receive (i) a cash severance payment of his continued base salary for 18 months, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) a lump sum equal to 1.5x the target bonus for the year of termination, (iv) any outstanding equity awards granted should continue to vesting for 18 months, (v) The Post-Merger Equity Award (as defined in the Lopez Agreement) shall immediately vest in full, (vi) cost of continuing coverage under the company’s health insurance plan for 18 months, and (vi) up to $25,000 in outplacement services.

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.

Lopez’ employment is terminated within three years of his relocation to Phoenix, Arizona, Mr.

Lopez is also eligible for certain additional relocation benefits.

Gorcyca, Executive Vice President – Chief Human Resources Officer

The Gorcyca Agreement provides that in the event of a termination of employment without Cause (as defined in the Gorcyca 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 Gorcyca Agreement), in addition to Accrued Benefits (as defined in the Gorcyca Agreement), Ms.

Gorcyca will be entitled to receive (i) a cash severance payment of her continued base salary for either (x) 18 months for termination without Cause or due to the delivery of a notice of non-renewal of the term by the Company, or (y) 12 months for resignation for Good Reason, (ii) a pro rata portion of the annual bonus she would have received based on actual performance, (iii) a lump sum equal to 1x the target bonus for the year of termination, (iv) any outstanding equity awards granted should continue to vesting for 18 months, and (v) cost of continuing coverage under the company’s health insurance plan for 12 months.

Gorcyca will be entitled to the same benefits in the event of a termination of employment without Cause or a resignation for Good Reason during 12-month period after any subsequent Change in Control (as defined in the Gorcyca Agreement), except that she will receive (i) any outstanding equity awards will immediately vest in full upon such termination, (ii) the Continued Coverage Payment (as defined in the Gorcyca Agreement) shall be equal to 18 months following termination and shall be paid in a lump sum;

and (iii) the incremental Cash Severance Payment (as defined in the Gorcyca Agreement) shall be paid in a lump sum.

Graeme Parkes, Executive Vice President – Chief Information Officer

The Parkes Agreement, effective February 1, 2023, provides that in the event of a termination of employment without Cause (as defined in the Parkes 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 Parkes Agreement), in addition to Accrued Benefits (as defined in the Parkes Agreement), Mr.

Parkes will be entitled to receive (i) a cash severance payment of his continued base salary for 12 months in the event of resignation for Good Reason or 18 months in the event of termination without Cause, respectively, (ii) a pro rata portion of the annual bonus he would have received based on actual performance, (iii) a lump sum equal to 1x the target bonus for the year of termination, (iv) any outstanding equity awards granted will continue to vest during the severance period (v) payments equal to the cost of continuing coverage under the Company's health insurance plan for 18 months.

Parkes 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 Parkes Agreement), except that he will receive (i) a lump sum cash severance payment equal to 18 months of base salary, (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.

Shanks, Senior Vice President – Chief Accounting Officer

Shanks’s compensation letter, if we terminate her employment without cause, we will pay Ms.

Shanks nine months’ base salary plus a pro rata STIP award.

Shanks will also be eligible for health benefits continuation for up to one year.

Equity Plan Provisions Relating to Termination of Employment and Change in Control

Our named executive officers hold equity-based awards granted under our LTIP.

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.

2023 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, 2023:

• The annual total compensation of the employee identified as the median employee of the Company (other than our CEO) was $68,433

• The annual total compensation of Mr.

Soultz as disclosed in the Summary Compensation Table above was $8,391,150 and

• The ratio of the annual total compensation of Mr.

Soultz to the annual total compensation of our median employee was 122.6.

In determining the median employee for 2023, we used our employee population as of December 31, 2023, and, in accordance with SEC rules, excluded the CEO to arrive at the median employee consideration pool.

We then measured compensation for this population based on gross wages for the period January 1, 2023 to December 31, 2023.

We also annualized gross wages for those employees who were not employed for the full January 1, 2023 to December 31, 2023 period.

International employee pay was converted to U.S.

dollars using the applicable exchange rates at the close of business on December 31, 2023.

We calculated 2023 annual total compensation for our median employee using the same methodology that we use to determine our CEO’s 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.

Pay Versus Performance Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

As discussed in our Compensation Discussion and Analysis, our pay-for-performance philosophy aligns our executive officers’ compensation with our short-term and long-term objectives as well as emphasizing stockholder value creation.

While the Compensation Committee did not use the information provided below to determine compensation for our NEOs for 2023, the results are aligned with this philosophy.

We have grown Adjusted EBITDA from continuing and discontinued operations, the primary metric of our short-term cash incentive plan, from $534 million in 2020 to $740 million in 2021 to $970 million in 2022 and further to $1.06 billion in 2023, year-over-year increases of 39%, 31% and 10%, respectively.

Our stockholders have seen a return of 141% over this four-year period;

outperforming both our indexed peer group and the broader S&P 400 Index.

In turn, our NEOs’ compensation, which is primarily equity-based, has appreciated compared to the values when they were first awarded, though the figures below do not represent compensation actually realized.

Compensation actually paid (CAP) has been determined under the SEC-defined methodology.

However, for equity-based compensation, in addition to equity that has vested in the applicable year, CAP includes the change in fair value for unvested awards.

Importantly, these unvested award values have not actually been earned or realized by the executives.

Soultz and Boswell, CAP values include the special one-time performance-based RSU awards granted in 2021, which have served to both retain and motivate them thus far in the execution of our long-term strategic plan.

The awards were made on September 7, 2021, at a share price of $29.20 and as of December 31, 2023, our share price was $44.50, a 52% increase.

Any earned performance-based RSUs awards related to this grant will not vest until 2026.

Actually Paid

to PEO (1)(2)

Average Summary

for non-PEO NEOs (1)

Actually Paid

to non-PEO NEOs (1)(2)

Value of Initial Fixed $100 Investment Based on:

Adjusted EBITDA (4)

(a) (b) (c) (d) (e) (f) (g) (h) (i)

2023 $ 8,391,649 $ 4,663,073 $ 2,472,305 $ 1,619,849 $ 240.67 $ 191.45 $ 476 $ 1,061

2022 $ 8,594,799 $ 20,813,067 $ 2,444,495 $ 4,501,198 $ 244.29 $ 149.43 $ 340 $ 970

2021 $ 17,660,600 $ 47,137,307 $ 4,713,100 $ 8,546,475 $ 220.88 $ 161.27 $ 160 $ 740

2020 $ 6,276,605 $ 9,893,532 $ 2,009,027 $ 3,024,177 $ 125.31 $ 114.85 $ 74 $ 534

(1) Our principal executive officer (PEO) for 2020-2023 is Mr.

The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals:

Boswell (2020-2023), Mr.

Lopez (2020-2023), Ms.

Shanks (2020-2023), Mr.

Parkes (2022-2023), Ms.

Gorcyca (2023) Christopher J.

Miner (2020-2022), and Kelly Williams (2020-2021).

(2) The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers.

The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

PEO SCT Total to CAP Reconciliation

Fiscal Year 2020 2021 2022 2023

SCT Total $ 6,276,605 $ 17,660,600 $ 8,594,799 $ 8,391,649

- Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year $ — $ — $ — $ —

+ Service Cost of Pension in Fiscal Year $ — $ — $ — $ —

+ Prior Service Cost of Pension in Fiscal Year $ — $ — $ — $ —

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year $ ( 3,593,204 ) $ ( 14,635,168 ) $ ( 5,103,737 ) $ ( 5,665,871 )

+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year $ 6,223,671 $ 30,020,871 $ 8,174,053 $ 4,131,113

± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years $ 2,694,702 $ 13,368,813 $ 10,303,770 $ ( 3,668,762 )

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $ — $ — $ — $ —

± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year $ ( 1,708,241 ) $ 722,191 $ ( 1,155,818 ) $ 1,474,944

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year $ — $ — $ — $ —

+ Dividends Accrued During Fiscal Year $ — $ — $ — $ —

Compensation Actually Paid $ 9,893,532 $ 47,137,307 $ 20,813,067 $ 4,663,073

Non-PEO NEO Average SCT Total to Average CAP Reconciliation

Fiscal Year 2020 2021 2022 2023

Average SCT Total $ 2,009,027 $ 4,713,100 $ 2,444,495 $ 2,472,305

- Change in Actuarial Present Value of Pension Plans Reported in Fiscal Year $ — $ — $ — $ —

+ Service Cost of Pension in Fiscal Year $ — $ — $ — $ —

+ Prior Service Cost of Pension in Fiscal Year $ — $ — $ — $ —

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year $ ( 1,212,320 ) $ ( 3,314,083 ) $ ( 1,356,246 ) $ ( 1,491,647 )

+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year $ 2,148,971 $ 5,205,205 $ 1,831,987 $ 1,066,149

± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years $ 197,467 $ 1,491,613 $ 1,623,529 $ ( 633,986 )

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year $ — $ 147,770 $ 208,160 $ —

± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year $ ( 118,969 ) $ 302,869 $ ( 250,726 ) $ 207,028

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year $ — $ — $ — $ —

+ Dividends Accrued During Fiscal Year $ — $ — $ — $ —

Average Compensation Actually Paid $ 3,024,177 $ 8,546,475 $ 4,501,198 $ 1,619,849

(i) Certain of Mr.

Williams’ equity awards were modified in February 2021 as part of his Separation and Release Agreement, consistent with his employment agreement.

The rules prescribed by the SEC did not specify how compensation actually paid should reflect the incremental fair value expense recorded in connection with the modification and reported in the “Stock Awards” column.

As compensation actually paid is meant to track the value of an equity award over the course of its vesting period, we are not adding any additional fair value when calculating the “Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year” as we believe this methodology best reflects the value of the award to Mr.

(3) The Peer Group for which Total Shareholder Return is provided in column (g) for each listed fiscal year consists of the constituent companies in the S&P MidCap 400 Index listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis for fiscal year 2023.

In 2023, Waste Connections, Inc.

was added to the peer group and Duke Realty Corporation was removed as further described in the “Use of Market Data” section of our Compensation Discussion and Analysis section for fiscal year 2022.

The table below compares the indexed TSR of the current and prior Peer Group.

Peer Group used in prior year

Peer Group used in current year

(4) Adjusted EBITDA is a non-GAAP financial measure and represents Adjusted EBITDA from continuing and discontinued operations at budgeted foreign exchange rates.

For a discussion of our use of non-GAAP financial measures, please see the “Reconciliation of Non-GAAP Financial Measures” section in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

CHARTS OF CAP VERSUS PERFORMANCE METRICS

The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period 2020-2023.

The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Adjusted EBITDA during the period 2020-2023.

TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES

The three items listed below represent the most important performance metrics we used to determine CAP for 2023 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “Short-Term Incentive Plan” and “2023 Long-Term Incentive Awards.”

Most Important Financial Measures

• Adjusted EBITDA

• Stock Price

• Relative TSR

The information to be included under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial Ownership

The following table sets forth information regarding the beneficial ownership of our Common Stock as of February 14, 2024, by each person who is the beneficial owner of more than 5% of our Common Stock;

each of our NEOs and Directors;

and all of our executive officers and Directors as a group.

The beneficial ownership of our Common Stock is based on 189,970,639 shares of our Common Stock issued and outstanding as of February 14, 2024.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

To our knowledge, no shares of Common Stock beneficially owned by any executive officer or Director have been pledged as security.

Name and Address of Beneficial Owner Number of Shares %

Directors and Executive Officers (1)

Soultz (2) (3)

Boswell (2) (4)

Graeme Parkes (2) (5)

Erik Olsson (6)

Jeff Sagansky (7)

2,495,905 1.3%

Natalia Johnson (7)

All executive officers and directors as a group 5,988,797 3.2%

Five Percent Holders (8)

The Vanguard Group, Inc.

17,516,434 9.2%

Fidelity Management & Research Company LLC (10)

11,860,827 6.2%

BlackRock, Inc.

11,553,229 6.1%

Rowe Price Associates, Inc.

11,220,134 5.9%

(*) Less than one percent

(1) Beneficial ownership is determined in accordance with the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options or warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise noted, the business address of each stockholder listed above is 4646 E.

Van Buren Street, Suite 400, Phoenix, Arizona 85008.

(2) Does not include any unvested stock options, Performance-Based RSUs or Time-Based RSUs granted under the Plan, all of which are subject to forfeiture.

(3) Includes 530,601 shares held in an irrevocable trust of which Mr.

Soultz is the sole trustee and 408,497 vested options held in a different irrevocable trust of which Mr.

Soultz’s spouse is a co-trustee.

(4) Includes 125,691 vested options.

(5) Includes 75,042 vested options.

(6) Includes 4,345 unvested restricted shares of our Common Stock that are subject to forfeiture, which were granted to Mr.

Olsson in June 2023 as part of our annual non-executive director compensation program.

(7) Includes 3,523 unvested restricted shares of our Common Stock that are subject to forfeiture, which were granted to Mr.

Holthaus, Mr.

Bartlett, Mr.

Sagansky, Ms.

Davis and Mr.

Upchurch in June 2023, and includes 3,463 unvested restricted shares of our Common Stock that are subject to forfeiture, which were granted to Ms.

Johnson as part of our annual non-executive director compensation program.

(8) Beneficial Ownership for stockholders with 5% or more ownership is based the most recently available 13G filings.

(9) According to a Schedule 13G/A filed February 13, 2024, on behalf of The Vanguard Group.

The Vanguard Group has beneficial ownership over the shares reported.

The Vanguard Group has shared voting power with respect to 72,696 shares, and sole and shared dispositive power with respect to 17,236,886 shares and 279,548 shares, respectively.

The business address of this stockholder is 100 Vanguard Blvd., Malvern, PA 19355.

(10) According to a Schedule 13G/A filed February 9, 2024, on behalf of Fidelity Management & Research Company.

Fidelity Management & Research Company has beneficial ownership over the shares reported.

Fidelity Management & Research Company has sole voting power with respect to 11,853,707 shares and sole dispositive power with respect to 11,860,827 shares.

The business address of this stockholder is 245 Summer Street, Boston, Massachusetts 02210.

(11) According to a Schedule 13G/A filed January 29, 2024, on behalf of BlackRock, Inc.

BlackRock, Inc.

has beneficial ownership over the shares reported.

BlackRock, Inc.

has sole voting power with respect to 10,726,632 shares and sole dispositive power with respect to 11,553,229 shares.

The business address of this stockholder is 50 Hudson Yards, New York, NY 10001.

(12) According to Schedule 13G filed February 14, 2014, on behalf of T.

Rowe Price Associates, Inc.

has beneficial ownership over the shares reported.

Rowe Price Associates, Inc.

has sole voting power with respect to 2,496,152 shares and sole dispositive power with respect to 11,211,516 shares.

The business address of this stockholder is 100 E.

Pratt Street, Baltimore, MD 21202.

The information to be included under the captions “Security Ownership of Certain Beneficial Owners and Management,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Securities Authorized for Issuance under Equity Compensation Plans

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Total 2,879,300 $ 13.60 3,195,311

(1) Includes (a) 0.5 million stock options, (b) 0.6 million restricted stock units and 2.4 million performance-based restricted stock units based on relative total stockholder return ("TSR") attainment levels at December 31, 2023, and (c) 0.03 million restricted stock awards issued to non-employee directors.

(1) Includes (a) 0.5 million stock options, (b) 0.6 million restricted stock units and (c) 1.8 million performance-based restricted stock units based on target attainment levels.

(2) The weighted-average exercise price is reported for the outstanding stock options reported in the first column.

There are no exercise prices for the restricted stock units, performance-based restricted stock units or restricted stock awards in the first column.

In connection with the Merger, on July 2, 2020, we converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot Mobile Mini stock options using a conversion ratio of 2.405.

There are no exercise prices for the restricted stock units, or performance-based restricted stock units in the first column.

In connection with the merger with Mobile Mini, on July 2, 2020, we converted Mobile Mini's outstanding fully vested stock options to 7,361,516 WillScot stock options using a conversion ratio of 2.405.

As of December 31, 2024, 814,889 options were outstanding and exercisable;

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Certain Relationships and Related Transactions, and Director Independence

Director Independence

Nasdaq listing rules require a majority of our Board to be independent.

An “independent director” is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Board annually makes an affirmative determination regarding the independence of each director based upon the recommendation of the Nominating and Corporate Governance Committee and pursuant to the standards in our Corporate Governance Guidelines.

Applying these standards, the Board has affirmatively determined that Messrs.

Bartlett, Holthaus, Olsson, Sagansky, and Upchurch, and Mmes.

Davis, Johnson, and Owen are “independent directors”.

The Board has determined that Mr.

Soultz is not an “independent director” due to his role as CEO of the Company.

The Board determined that Erik Olsson (Chairman of the Board) is an independent director under applicable NASDAQ and SEC rules on the basis that his prior employment was with Mobile Mini prior to our merger, and that employment ceased three and one-half years ago.

Furthermore, the size, scale and scope of the Company’s business have significantly changed since Mr.

Olsson led Mobile Mini.

Additionally, the board membership of the Company and the executive leadership’s members and structure is such that Mr.

Olsson is not in a position to create a conflict of interest among himself and prior Mobile Mini leadership and the present management of the Company.

In making these determinations, the Board considered the following factors, among others:

(i) the ownership positions and contractual arrangements of our Board members and their affiliates with our Company;

(ii) the corporate governance and other policies adopted by the Board to help avoid conflicts and potential conflicts of interest;

(iii) the contractual arrangements and annual payments between our Company and other companies upon which our directors also serve as directors;

and, (iv) the alignment of the long-term interests of the stockholders that appointed our Board members with the long-term interests of our other stockholders.

The information to be included under the captions “Director Independence,” in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Principal Accounting Fees and Services

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 the Company’s independent registered public accounting firm, Ernst & Young LLP (“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 2023, 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:

$ 3,518,090 $ 3,671,492

Audit-Related

Tax Compliance (2)

Tax Planning (3)

$ 231,581 $ 159,873

(1) Audit fees include, without limitation, fees billed for professional services rendered for the audit of annual financial statements, including certain required statutory audits, support of acquisitions and divestitures accounting, and ongoing M&A activity;

the review of interim financial statements;

and, comfort letters and consents.

(2) Tax compliance fees include, without limitation, fees billed for tax services rendered for the review of tax returns.

(3) Tax planning fees include, without limitation, fees billed for tax services rendered for routine tax advisory services.

The information to be included under the caption “Independent Registered Public Accounting Firm Fee Information,” if applicable, in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.

Exhibit and Financial Statement Schedules

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Notes to the Audited Consolidated Financial Statements 58

Financial Statement Schedule

Financial Statement Schedules

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

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Agreement and Plan of Merger, dated as of January 28, 2024, by and among WillScot Mobile Mini Holdings Corp., Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC, and McGrath RentCorp (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed January 29, 2024) .

Amended and Restated Certificate of Incorporation of WillScot Mobile Mini Holdings Corp., Amended as of June 3, 2022 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q, filed on April 27, 2023)

Fifth Amended and Restated Bylaws of WillScot Mobile Mini Holdings Corp.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed November 2, 2022).

A mended and Restated Certificate of Incorporation of WillScot Holdings Corporation , as amended as of J uly 29, 2024 (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed on July 29, 2024) .

Sixth Amended and Restated Bylaws of WillScot Holdings Corp oration (incorporated by reference to Exhibit 3.

3 of the Company’s Current Report on Form 8-K, filed July 29, 2024 ).

Specimen Common Stock Certificate .

3 unchanged sentences

Indenture, dated as of August 25, 2020, by and between Williams Scotsman International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to WillScot Corporation’s Current Report on Form 8-K, filed on August 27, 2020.

Shareholders Agreement, dated July 1, 2020, by and among WillScot Mobile Mini Holdings Corp., Sapphire Holdings, S.á r.l., TDR Capital Holdings L.P.

and TDR Capital, L.L.P (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed July 1, 2020).

Second Supplemental Indenture, dated December 23, 2021, to the Indenture dated June 15, 2020, by and among Williams Scotsman, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed December 27, 2021).

First Supplemental Indenture, dated December 23, 2021, to the Indenture dated August 25, 2020, by and among Williams Scotsman, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed December 27, 2021).

Indenture, dated as of September 25, 2023, by and among Willi ams Scotsman, Inc., the g uarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed September 2 9 , 2023).

Indenture, dated as of September 25, 2023, by and among Williams Scotsman, Inc., the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed September 29, 2023).

Indenture, dated as of June 28, 2024, by and among WSI, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed June 28, 2024) .

Description of Registered Securities .

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2020 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed July 1, 2020).

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed July 1, 2020).

Form of Performance-Based Restricted Stock Unit Agreement

Form of Restricted Stock Unit Agreement.†

Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.

5 of the Company's Annual Report on Form 10-K, filed February 20, 2024).

Amended and Restated Employment Agreement, dated as of September 7, 2021, by and between WillScot Mobile Mini Holdings Corp.

4 unchanged sentences

and Hezron Lopez (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 7, 2022).

Employment Letter with Sally Shanks dated August 23, 2017 (incorporated by reference to Exhibit 10.17 of WillScot Corporation’s Annual Report on Form 10-K, filed March 16, 2018).

Amended Employment Letter with Sally Shanks dated March 18, 2019 (incorporated by reference to Exhibit 10.1 to WillScot Corporation’s Current Report on Form 8-K, filed March 21, 2019).

8 unchanged sentences

Amended and Restated Employment Agreement with Graeme Parkes dated February 16, 2023 (incorporated by reference to Exhibit 10.18 of the Company's Annual Report on Form 10-K, filed February 22, 2023).

Employment agreement with Felicia Gorcyca (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Form of Performance-Based Restricted Stock Unit Award Agreement

Employment A greement with Felicia Gorcyca (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed August 3, 2023).

Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.18 of the Company's Annual Report on Form 10-K, filed February 2 0 , 202 4 ).

Fifth Amendment to ABL Credit Agreement, dated as of February 26, 2024, by and between Williams Scotsman, Inc.

and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed February 29, 2024) .

A mendment to A mended and Restated Employment Agreement with Tim Boswell , dated December 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed December 11, 2024).

Employment Agreement with Matthew Jacobsen , dated December 10, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed December 11, 2024).

Termination Agreement, dated as of September 17, 2024, by and among WillScot Holdings Corporation, Brunello Merger Sub I, Inc., Brunello Merger Sub II, LLC and McGrath RentCorp (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed September 18, 2024).

Separation and Release Agreement with Graeme Parkes dated December 31, 2024 .†

Code of Ethics for the Chief Executive Officer and Senior Financial Officers, effective November 14, 2019 (incorporated by reference to Exhibit 14.1 of WillScot Corporation’s Current Report on Form 8-K, filed November 15, 2019).

Securities Trading Policy .

Subsidiaries of the registrant .

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Certification of Chief Financial Officer Pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act .

C ompensation Recoupment Policy

Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 of the Company's Annual Report on Form 10-K, filed February 20, 2024).

101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

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** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act

† Indicates a management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WillScot Mobile Mini Holdings Corp.

WillScot Holdings Corporation

/s/ Hezron Timothy Lopez

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/s/ BRADLEY L.

SOULTZ Chief Executive Officer and Director (Principal Executive Officer) February 20, 2024

/s/ TIMOTHY D.

BOSWELL President and Chief Financial Officer (Principal Financial Officer) February 20, 2024

SOULTZ Chief Executive Officer and Director

(Principal Executive Officer) February 20, 2025

/s/ MATTHEW T.

JACOBSEN Chief Financial Officer

(Principal Financial Officer) February 20, 2025

SHANKS Chief Accounting Officer

(Principal Accounting Officer) February 20, 2025

/s/ ERIK OLSSON Chairman of the Board February 20, 2024

/s/ ERIK OLSSON Chair of the Board February 20, 2025

BARTLETT Director February 20, 2025

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HOLTHAUS Director February 20, 2025

/s/ WORTHING F.

JACKMAN Director February 20, 2025

/s/ NATALIA JOHNSON Director February 20, 2025

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures