Bradley Shuster
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 .