Bradley Shuster
Chairman of the Board of Directors at MGRC
Board
About Bradley M. Shuster
Bradley M. Shuster, age 70, is the independent Chairman of the Board at McGrath RentCorp (MGRC), serving as director since 2017, Vice-Chairman from 2020–2021, and Chairman since 2021 . He is Executive Chairman and Chairman of NMI Holdings, Inc. (NMIH) and serves as an independent director at WaFd, Inc. (WAFD); his credentials include a B.S. (UC Berkeley), MBA (UCLA), CPA, CFA, and NACD CERT in Cybersecurity Oversight . The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGrath RentCorp | Director; Vice-Chairman; Chairman | Director since 2017; Vice-Chairman 2020–2021; Chairman since 2021 | Board leadership; member, Compensation and Corporate Governance & Nominating committees |
| NMI Holdings, Inc. (National MI) | Founder; Chairman and CEO; Executive Chairman and Chairman | CEO 2012–2018; Executive Chairman & Chairman since Jan 2019 | Executive leadership in mortgage insurance |
| The PMI Group, Inc. | Senior executive; CEO of PMI Capital Corporation | 1995–prior to NMI | Led PMI Capital; sector finance experience |
| Deloitte LLP | Partner; Partner-in-charge, Northern California Insurance & Mortgage Banking | Pre-1995 | Led regional practices; accounting/assurance leadership |
External Roles
| Company | Ticker | Role | Tenure/Notes |
|---|---|---|---|
| NMI Holdings, Inc. | NMIH | Executive Chairman & Chairman of the Board | Since Jan 2019 |
| WaFd, Inc. | WAFD | Independent Director | Current |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee member; not on Audit .
- Independence: Board determined Shuster and all non-employee directors are independent; only CEO Hanna is non-independent .
- Chairman role: The Chair is independent; CEO and Chair roles are separated, with executive sessions among non-employee/independent directors after nearly every board meeting .
- Attendance: The Board met 8 times in 2024; no director attended fewer than 75% of Board and relevant committee meetings in 2024 .
- Election outcomes (2025 AGM): Shuster received 19,951,628 votes “For,” 942,270 “Withheld,” and 950,703 broker non-votes .
- Governance practices: No related-party transactions in 2024; hedging/pledging prohibited; compensation recoupment policy; annual say-on-pay .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $85,000 | Standard non-employee director cash retainer |
| Board Chair Retainer | $75,000 | Additional for service as Chair |
| Compensation Committee Member Fee | $7,500 | Member (not Chair) |
| Corporate Governance & Nominating Committee Member Fee | $5,500 | Member (not Chair) |
| Total Cash Fees (Shuster) | $173,000 | Sum equals reported fees |
- 2025–2026 policy changes: Corporate Governance & Nominating Committee Chair fee increased to $15,000 (Shuster is a member, Chair is Conjeevaram) .
Performance Compensation
| Grant Year | Grant Date | Instrument | Shares Granted | Grant-Date Fair Value (USD) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|---|
| 2024 | Feb 23, 2024 | RSU | 1,000 | $124,900 | Vests Apr 1, 2025 | Director awards vest in full immediately prior to effective date of change in control/corporate transaction |
| 2025 | Feb 21, 2025 | RSU | 1,000 | $127,180 | Vests Apr 1, 2026 | Same change-in-control vesting per Director Award Agreements |
Other Directorships & Interlocks
| External Entity | Sector | Potential Interlocks/Conflicts |
|---|---|---|
| NMI Holdings (NMIH) | Mortgage insurance | No MGRC-related related-party transactions disclosed for 2024 |
| WaFd, Inc. (WAFD) | Banking | No MGRC-related related-party transactions disclosed for 2024 |
- Policies on related-party transactions: Audit Committee reviews and approves per charter; no related-party transactions in 2024 .
Expertise & Qualifications
- Financial sector leadership; executive experience at PMI/NMI; Deloitte partner; M&A, finance, accounting, investments; business development; corporate strategy .
- Credentials: CPA, CFA; NACD Cyber-Risk Oversight CERT .
- Audit Committee Financial Expert status (per Nasdaq listing standards), enhancing oversight quality despite not serving on MGRC’s Audit Committee currently .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bradley M. Shuster | 12,700 | <2% | As of Apr 17, 2025; address c/o MGRC |
- Director stock ownership guideline: Target 5,000 shares within five years; as of Apr 17, 2025, all non-employee directors met or were within the compliance period .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
- Positive signals: Independent Chairman structure; majority independent board; regular executive sessions; robust committee charters; hedging/pledging prohibitions; compensation recoupment policy; strong say-on-pay support in 2024 (97% “For”) and solid support at 2025 AGM (20,167,710 for, 690,472 against, 35,715 abstain) .
- Board effectiveness: Shuster’s finance and governance experience, audit financial expert status, and multi-board exposure likely enhance oversight, particularly on compensation and governance matters .
- Watchpoints/RED FLAGS: Full acceleration of director equity on change in control may weaken pay-for-performance alignment in transactional contexts . 2025 election shows comparatively higher withhold votes for Shuster versus some peers (942,270 withheld), warranting monitoring of investor sentiment .
- Conflicts: No related-party transactions in 2024; independence affirmed; external roles at NMIH and WaFd do not show disclosed MGRC conflicts .
Say-on-Pay & Shareholder Feedback
| Item | 2024 | 2025 AGM |
|---|---|---|
| Say-on-Pay vote result | 97% approval (past five years >95%) | 20,167,710 For; 690,472 Against; 35,715 Abstain; 950,703 broker non-votes |
Committee Assignments and Attendance
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Member | 5 meetings | All members independent |
| Corporate Governance & Nominating | Member | 2 meetings | All members independent |
| Audit | Not a member | 5 meetings | All members independent; Dawson Chair |
- Board meetings: 8 in 2024; each director attended at least 75% of Board/committee meetings .
Director Compensation Summary (2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $173,000 |
| Stock Awards (RSUs) | $124,900 |
| Total | $297,900 |
- Meeting fees: None; committee and chair retainers only .
- Equity design: Annual RSU grants; director awards accelerate vesting pre-effective date of change in control or corporate transaction .
Related Party Transactions & Policies
- No related-party transactions in 2024; Audit Committee oversees related-party reviews and disclosures per charter .
Voting Results (2025 Director Election)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Bradley M. Shuster | 19,951,628 | 942,270 | 950,703 |
Conclusion for Investors
- Shuster presents strong governance credentials, deep financial expertise, and independent board leadership, supporting board effectiveness at MGRC .
- Monitor director equity acceleration mechanics in change-in-control scenarios and relative investor support trends given the higher withhold count in 2025 .