WillScot Mobile Mini (WSC) Proxy Filing summary

Executive summary

• Achieved record 2024 revenues of $2.396 billion and Adjusted EBITDA of $1.063 billion despite challenging market conditions, with 44% EBITDA margin and 23% Adjusted Free Cash Flow margin, reinvested at a 17% ROIC.

• Integrated modular and storage operations under unified leadership, upgraded field service systems, and rebranded to WillScot Holdings Corporation to streamline customer experience and operations.

• Set new 3–5 year targets: $3 billion revenue, $1.5 billion Adjusted EBITDA, and $700 million Free Cash Flow, building on already achieved prior targets.

• Terminated merger with McGrath RentCorp due to regulatory hurdles, refocusing on organic growth and other M&A opportunities.

Voting matters and shareholder proposals

• Stockholders will vote to elect 10 directors, ratify Ernst & Young LLP as independent auditor for 2025, and approve (advisory) executive compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

• Only stockholders of record as of April 9, 2025, are eligible to vote at the virtual meeting on June 6, 2025.

Board of directors and corporate governance

• Board expanded to 10 members, with recent additions bringing expertise in finance, operations, and governance; 40% gender/ethnic diversity, 90% independence, and average tenure of 5 years.

• Worthing Jackman appointed as non-executive, independent Chairman following Erik Olsson’s retirement; Dominick Zarcone nominated as new independent director.

• Board and committees conduct annual self-evaluations, with periodic third-party reviews to enhance effectiveness and succession planning.

• All committees are composed of independent directors and operate under annually reviewed charters.