📑 What This Document Is 📂

This document is a Proxy Statement (DEF 14A), which is a formal filing with the SEC. Think of it as a comprehensive instructional booklet that arrives before a major shareholder meeting. Its primary goal is to inform current stockholders about the upcoming Annual Meeting and provide recommendations on how to vote for directors, approve executive pay, and vote on corporate governance procedures. 👉 You should expect a mix of strategic commentary, detailed financial tables, and voting proposals for the 2026 Annual Meeting.

🏢 What WillScot Holdings Does 🚧

WillScot Holdings Corporation operates in the modular space and portable storage industry. In simple terms, the company provides temporary solutions for business needs, such as construction, event staging, and short-term storage. The company works by integrating its commercial, field-based, and centralized operations to offer a unified customer experience. 👉 Their business model emphasizes providing value-added solutions across diverse industry verticals, aiming for scalable growth through operational efficiencies.

🤵 Strategy & Future Plans (CEO Letter) 🎯

The CEO’s letter outlines WillScot’s strategic focus for the coming years, emphasizing disciplined execution and long-term value creation regardless of short-term market fluctuations. While acknowledging that "end market demand has yet to stabilize," the company remains highly focused on improving internal processes and market coverage.

• Commercial Strategy: The company is aggressively focused on "winning locally" to drive growth. This includes upskilling the field sales team and adding a Regional Sales Management structure for better accountability.
• Operational Efficiency: WillScot is working to streamline its integrated operations by focusing on route optimization and insourcing. These initiatives are expected to create "significant operating leverage" and differentiate the company from competitors.
• Human Capital: The company emphasizes continuous investment in talent and leadership development. They cite their "Great Place to Work designation" and commitment to cultivating a high-performing, engaged workforce as strategic assets.

🏛️ Board & Governance Structure Changes ⚖️

The board of directors plays a crucial oversight role, and the company recently made key structural changes to improve governance and support the strategic plan. The Board separated the roles of Chairman and CEO, a practice intended to improve oversight.

• Leadership Appointments (Effective September 4, 2025):
  • Worthing F. Jackman was elected as the Executive Chairman of the Board.
  • Jeff Sagansky was elected as the Lead Independent Director.
  • Why this matters: Separating these roles—allowing the CEO to focus on daily operations and the Chair to oversee the Board’s significant functions—is considered best practice and reinforces the strategic direction.

📊 Financial & Committee Oversight 🔎

Governance rules are highly detailed, so the Board has multiple specialized committees responsible for overseeing different areas of the company. Each committee provides deep oversight into specific risks and operational processes to protect shareholder value.

• Audit Committee: This committee monitors the integrity of the company's financial statements and oversees the independent auditor's work. They also monitor key risks like cybersecurity and data-protection.
• Compensation Committee: This group is responsible for reviewing and approving the compensation packages for named executive officers (NEOs).
• Nominating and Corporate Governance Committee: This committee oversees the selection and qualification of new directors and monitors the company's corporate governance guidelines.

🖥️ Cyber Risk and AI Oversight 🛡️

In today's digital world, managing risk—especially from cyber threats and new technology—is paramount to corporate survival. The Board has formalized its approach to these areas to meet modern regulatory expectations.

• Cybersecurity: The Board receives constant updates on cybersecurity threats and has increased its efforts by:
  • Enhancing employee training.
  • Partnering with leading cybersecurity solution providers.
  • Engaging third parties to review its cybersecurity framework.
• Artificial Intelligence (AI): The company has adopted comprehensive guidelines governing the use of Generative AI ("GAI"). The Audit Committee oversees management's approach to GAI to safeguard confidential information and manage associated risks.

🗳️ Annual Stockholder Meeting Details 🗓️

This section provides all the essential logistical information needed for shareholders to participate in the vote. Attendance and voting methods are critical for making your voice count.

• Meeting Date & Time: The 2026 Annual Meeting of Stockholders is scheduled for Friday, June 5, 2026, at 9:00 a.m., Pacific Daylight Time.
• Record Date: To be entitled to vote, stockholders must be of record at the close of business on April 8, 2026.
• Voting Mechanism: Stockholders can vote by calling 1-800-690-6903, using the online portal at www.proxyvote.com, or by mail.
• Important Note: The proxy materials are available, free of charge, at www.willscot.com.

💰 Executive Compensation Review 💵

The compensation structure is designed to align executive interests with shareholder success. The Compensation Committee emphasizes "pay for performance," meaning a significant portion of pay is variable and tied to achieving goals.

• Compensation Mix (2025): For all named executive officers, the target annual award mix was structured to heavily favor variable incentives: 70% Performance-Based RSUs (Restricted Stock Units) and 30% Time-Based RSUs.
• Incentive Focus: In 2025, named executive officers earned annual cash incentive awards valued at 32.8% of target performance (Adjusted EBITDA payout was 32.8% of target; Q4 Lease Revenue payout was 0% of target).
• Principal Elements of Pay: The goal of the Compensation Committee is to ensure that performance-linked components account for a high percentage of total compensation. For example, in 2025, performance-linked components made up 87% of the CEO’s target total direct compensation opportunity.

👤 Director Election & Qualifications ✨

This section covers the proposal to elect nine directors for a one-year term. The Board is recommending voting FOR all nine nominees.

• Director Changes: The Board currently consists of 11 members, but Mr. Soultz and Mr. Bartlett will not be nominated for re-election. This will reduce the Board to nine directors as of the annual meeting.
• Diversity: The Board affirms its commitment to diversity, noting that approximately 27% (or 33% for nominees) of directors identify as diverse by gender or race/ethnicity.
• Key Director Expertise: Each nominee brings specific, high-level experience, such as:
  • Worthing F. Jackman: Experience includes roles at Waste Connections (CEO, President, CFO) and current service on Quanta Services (serving since 2005).
  • Natalia N. Johnson: Brought significant expertise in digital and technological transformation from her time at Public Storage and Bank of America.
  • Rebecca L. Owen: Brings deep knowledge of the storage and real estate markets and has served on boards like Public Storage.

🎖️ Director Compensation Pay 💲

Director compensation is designed to fairly recognize their service while aligning their interests with the company's long-term value. The amounts paid for 2025 are fully detailed in the filing.

• Retainer Fees (2025): The annual cash retainers were relatively consistent for most roles (e.g., Non-Executive Chair received $150,000), reflecting standard board service fees.
• Jackman's New Role: As Executive Chair, Mr. Jackman entered into a specific letter agreement, including a $300,000 annualized base salary and significant one-time equity awards (like $1,600,000 in Performance share units) for 2026, reflecting the gravity of his new, enhanced role.
• Ownership Guidelines: Non-employee directors are expected to meet a target ownership level of five times the cash portion of the standard annual retainer, aiming for greater alignment with shareholders.

📍 Contact & Meeting Resources 📞

If you need more information or need to cast your vote, the filing provides clear channels for communication. Always use the dedicated links or numbers provided to ensure your vote is recorded.

• Website/Information: The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for 2025 are available at www.willscot.com.
• Meeting Access: Stockholders can access and vote online at www.virtualshareholdermeeting.com/WSC2026.
• Voting Support: For assistance submitting a proxy, call 1-800-690-6903 or use the online portal at www.proxyvote.com.

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🧠 The Analogy — 🎭

Think of a Proxy Statement like a detailed playbill for a big play (the Annual Meeting). It doesn't hold the play, but it tells you everything you need to know to participate: Who the main actors are (the directors), what the plot is going to be (the strategy updates), how much the actors are paid (compensation), and exactly when and where the curtain rises (the meeting date). It's comprehensive instruction for stakeholders.

🧩 Final Takeaway — 🎯

WillScot is focused on structural improvements, emphasizing localized sales growth and operational efficiency to stabilize its market position. Shareholder attention should be paid to the governance changes (like the separation of Chairman and CEO) and the strong commitment to governance and cybersecurity, indicating a focus on long-term stability.