WILLSCOT HOLDINGS CORP CLASS A (WSC)
Sector: Industrials
2026 Annual Meeting Analysis
WILLSCOT HOLDINGS CORP CLASS A · Meeting: June 5, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Director Nominees to the Board of Directors
Against Analysis
Davis has served since 2022, giving her meaningful overlap with WSC's severe 3-year stock underperformance — the stock fell 46.4% while the company's own peer group rose 58.5% on average, a gap of nearly 105 percentage points, far exceeding the 20-point trigger threshold; the 5-year record does not rescue the outcome, as WSC also trails peers by 71.8 points over five years, so no mitigation applies.
Holthaus has served since 2017 and bears full accountability for the company's sustained stock underperformance; WSC's shares declined 46.4% over three years while peers gained 58.5% on average (a 104.9-point gap well above the 20-point threshold), and the 5-year comparison is equally poor, so no mitigating adjustment applies.
Owen has served since November 2021 and has meaningful tenure overlap with WSC's severe 3-year underperformance period; the stock dropped 46.4% while the company's own peers rose 58.5% on average (a 104.9-point gap), and the 5-year record shows the same pattern, so no 5-year mitigation is available.
Sagansky has served since 2017 and has full accountability for the company's sustained underperformance; WSC's shares fell 46.4% over three years against a peer median gain of 58.5% (a 104.9-point gap far exceeding the 20-point threshold), and the 5-year comparison provides no mitigation as WSC also trails peers by 71.8 points over five years.
Upchurch has served since 2020 and has substantial tenure overlap with WSC's poor stock performance; shareholders have lost 46.4% over three years while the company's own peers gained 58.5% on average (a 104.9-point gap), and the 5-year record is equally disappointing, removing any possibility of mitigation.
For Analysis
Boswell joined the board in 2026 and is exempt from the stock performance trigger under the 24-month new-director exemption.
Jackman joined the board in October 2024, which is within the 24-month new-director exemption window, so the stock performance trigger does not apply to him.
Johnson joined the board in August 2023, which is within the 24-month new-director exemption window, so the stock performance trigger does not apply to her.
Zarcone joined the board in June 2025, which is well within the 24-month new-director exemption window, so the stock performance trigger does not apply to him.
Five of nine nominees — Davis, Holthaus, Owen, Sagansky, and Upchurch — warrant AGAINST votes because WSC's stock fell 46.4% over three years while the company's own disclosed peer group rose 58.5% on average, a gap of nearly 105 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the 5-year comparison provides no relief as WSC also trails peers by 71.8 points over five years. The four newer directors (Boswell, Jackman, Johnson, Zarcone) are exempt under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Bradley L. Soultz
Total Comp
$9,890,760
Prior Support
98.55%%
The outgoing CEO's total reported compensation of $9,890,760 is substantially inflated by a $3,055,853 one-time severance lump sum payment (two times his target bonus) triggered by his departure on December 31, 2025, which should be viewed as a one-time termination cost rather than ongoing pay; stripping out the severance component, his ongoing pay package was structured with approximately 68% variable and performance-linked components at the target level, which meets the policy's pay-mix standard. Annual bonus payouts were disciplined — executives received only 32.8% of their target bonuses because the company missed its financial goals — and long-term performance stock awards are tied to a rigorous 3-year relative total shareholder return metric versus the S&P MidCap 400 Index, which currently track at 0% payout, demonstrating that the incentive structure is working as intended by reducing pay when shareholders underperform.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,593,392
Non-Audit Fees
$107,860
Non-audit fees (tax advisory services of $107,860) represent only about 3% of audit fees ($3,593,392), well below the 50% threshold that would raise independence concerns, and EY is a Big 4 firm fully appropriate for a company of WSC's size and complexity; auditor tenure is not disclosed in the filing so no tenure trigger can be applied.
Overall Assessment
The most significant issue on this ballot is WSC's severe and sustained stock underperformance — the shares lost 46.4% over three years while the company's own peer group gained 58.5% on average — which triggers AGAINST votes for five of the nine director nominees who have meaningful tenure overlap with that period; the two newer directors added in late 2024 and 2025 are exempt. The Say-on-Pay vote is supported because the compensation structure is appropriately performance-linked, annual bonuses paid out at only 32.8% of target due to missed financial goals, and prior-year shareholder support was an overwhelming 98.55%.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing