David Whitney
Senior Vice President, Chief Accounting Officer at MGRC
Executive
About David Whitney
David M. Whitney, age 60, is Senior Vice President and Chief Accounting Officer (CAO) at McGrath RentCorp (MGRC), appointed effective January 13, 2025; he joined MGRC in 2000 as Corporate Controller and became Vice President and Principal Accounting Officer in March 2006. He holds a B.S. in Accounting from California State University, Hayward and is a Certified Public Accountant (CPA); MGRC disclosed no compensation change coincident with his CAO appointment. Company performance context during his tenure includes 2024 revenue and Adjusted EBITDA growth of 10% year-over-year, and shareholder say‑on‑pay support of 97%, indicating strong execution and high investor alignment. Note: Mr. Whitney is married to Kristina Van Trease (SVP, Chief Strategy Officer); the company disclosed no related‑party transactions in 2024.
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| McGrath RentCorp | Senior Vice President, Chief Accounting Officer | 2025–present | Appointed CAO effective Jan 13, 2025; no compensation change disclosed in connection with appointment. |
| McGrath RentCorp | Vice President, Principal Accounting Officer | 2006–2025 | Principal Accounting Officer since March 2006. |
| McGrath RentCorp | Corporate Controller | 2000–2006 | Joined MGRC in 2000 as Corporate Controller. |
External Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| The Permanente Medical Group (Oakland, CA) | Manager of Regional Accounting | Not disclosed | Prior role before joining MGRC. |
Fixed Compensation
| Item | Detail |
|---|---|
| Base salary | Not disclosed for Whitney (not a Named Executive Officer in 2024 proxy). |
| Appointment compensation change | No change to compensation in connection with appointment as CAO (Jan 13, 2025). |
| Perquisites | No special perquisites; executive officers generally receive the same benefits as all employees; long‑tenured execs may stay on health plan post‑retirement at 100% self‑paid. |
Performance Compensation
Annual Cash Bonus Plan mechanics (applies to executive officers):
| Component | Metric | Weighting | Threshold → Target → Max | Payout Scale |
|---|---|---|---|---|
| Profitability | Adjusted EBITDA (corporate officers); division Adjusted EBITDA/EBIT for divisional leaders | 75% | 90% → 100% → 110% of goal | 50% → 100% → 200% of target (linear in-between) |
| Individual | Personal Annual Priorities (up to 4 goals) | 25% | Assessed vs priorities | Max 100% of target for this component |
Long‑term equity incentives:
| Year | Vehicle | Weighting | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2024 | Time‑based RSUs | 100% (temporary) | 3 tranches: 33%/33%/34% over 3 years | None in 2024 (merger‑related design choice) |
| 2025 (reversion) | RSUs + PSUs | 50% / 50% | RSUs over 3 years; PSUs cliff at 3 years | PSUs: 3‑year ROIC and Revenue, equally weighted |
Additional alignment signals:
- 2022 PSU cycle (2022–2024) paid at 200% of target for NEO cohort, evidencing strong performance vs multi‑year ROIC/Revenue goals.
Note: Whitney’s individual targets, payouts, and grant values were not itemized in the proxy (not an NEO). Plan design and mechanics above apply to executive officers.
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Beneficial ownership (individual) | Not disclosed for Whitney (proxy lists NEOs and directors; not all executives by name). |
| Group ownership | All directors and executive officers as a group (14 persons): 351,415 shares (1.4% of outstanding as of Apr 17, 2025). |
| Stock ownership guidelines (officers) | CEO: 5x base salary; Other executive officers: 2x base salary; 5 years to comply; must hold 50% of net, after‑tax shares upon vest until guideline met (unvested RSUs and vested options excluded from holding calc). Amended Feb 14, 2025. |
| Hedging/pledging | Prohibited for employees and directors (hedging, pledging, short sales, derivatives, margin). Updated Insider Trading & Blackout Policy Feb 14, 2025. |
| Equity grant cadence | One annual grant date after year‑end earnings release; standard RSU schedule vests over 3 years (33/33/34). |
| Clawback | Amended and Restated Compensation Recoupment Policy adopted in 2023 in line with Nasdaq/Rule 10D‑1 (3‑year lookback on excess incentive comp upon restatement). |
Employment Terms
2024 Involuntary Termination Severance Plan for Officers (applied to all executive officers in 2024):
| Scenario | Cash Severance | COBRA | Equity | Bonus |
|---|---|---|---|---|
| Termination without cause (pre‑CIC or >12 months post‑CIC) | Up to 6 months base salary for executive officers (12 months for CEO/CFO) | Up to 12 months | No acceleration | Pro‑rated at target (profitability and priorities) |
| Termination without cause or resignation for good reason within 12 months after CIC (execs other than CEO/CFO) | Up to 6 months base salary | Up to 12 months | Full acceleration and vesting of equity awards | Pro‑rated at target |
2025 Amended Severance Plan (consolidation of prior plans; terms enumerated for NEOs):
| Scenario (NEOs) | Cash Severance | COBRA | Equity | Notes |
|---|---|---|---|---|
| Without cause (pre‑CIC or >24 months post‑CIC) | Hanna/Pratt/Hawkins: 18 months base + 150% of target bonus; Malek/Van Trease: 12 months base + 100% of target bonus | 18 months (Hanna/Pratt/Hawkins); 12 months (Malek/Van Trease) | Pro‑rated vesting of RSUs and PSUs at target, based on elapsed service | Subject to release; plan effective Feb 2025 |
| Without cause or for good reason within 24 months after CIC | Hanna/Pratt/Hawkins: 24 months base + 200% of target bonus; Malek/Van Trease: 18 months base + 150% of target bonus | 24 months (Hanna/Pratt/Hawkins); 12 months (Malek/Van Trease) | 100% vesting of RSUs and PSUs at target | Subject to release |
| Death/disability | — | — | 100% vesting of RSUs and PSUs at target | Subject to release |
Additional change‑in‑control (CIC) equity mechanics:
- If CIC occurs before performance is determined: 2023 PSUs vest pro‑rata at target; 2022 PSUs accelerate based on Board’s good‑faith estimate of performance. If awards are not assumed in a CIC, full acceleration applies.
Note: The proxy describes 2025 amended terms for NEOs; Whitney’s specific coverage under the new plan is not itemized. In 2024, all executive officers (including non‑NEOs) were covered by the Severance Plan noted above.
Performance & Track Record (Company context during Whitney’s leadership tenure)
| Metric | 2024 Result | Attribution/Comments |
|---|---|---|
| Revenue growth | +10% YoY | Company highlight in CD&A. |
| Adjusted EBITDA growth | +10% YoY | Company highlight; bonus profitability metric for corporate officers. |
| Say‑on‑Pay approval | 97% | Indicates strong investor alignment. |
| 2022–2024 PSU outcome (NEOs) | 200% of target | Based on 3‑year ROIC and revenue metrics. |
Governance, Related Parties, and Risk Indicators
- Related party/Interlocks: Disclosure notes that David M. Whitney and Kristina Van Trease (SVP, Chief Strategy Officer) are husband and wife; the company reported no related‑party transactions in 2024.
- Hedging/pledging: Prohibited; reduces alignment risk associated with collateralized shares or derivatives.
- Clawback: Amended to comply with Nasdaq/Rule 10D‑1; 3‑year recoupment of excess incentive pay after restatements.
- Change‑in‑control provisions: Generally double‑trigger for cash/equity under current designs; 2024 RSUs granted to executives include CIC‑related acceleration if terminated within 12 months post‑CIC (time‑based RSUs).
Compensation Peer Group (for benchmarking/program design context)
| Peer companies (2024 study) |
|---|
| Air Lease Corporation; Air Transport Services Group, Inc.; Badger Meter, Inc.; Cohu, Inc.; Custom Truck One Source, Inc.; Enerpac Tool Group Corporation; FormFactor, Inc.; GATX Corporation; H&E Equipment Services, Inc.; Harmonic, Inc.; Herc Holdings Inc.; Kratos Defense & Security Solutions, Inc.; Montrose Environmental Group, Inc.; Stem, Inc.; Transcat, Inc.; UniFirst Corporation; WillScot Mobile Mini Holdings Corporation (Triton International removed for 2025 due to acquisition). |
Equity Award Cadence and Potential Selling Pressure Windows
| Item | Detail |
|---|---|
| Annual grant timing | Single annual grant date after year‑end earnings release; RSUs typically vest on anniversary dates (33%/33%/34%). This standard cadence can create periodic vesting‑related supply each February–March (depending on grant date), subject to blackout windows and trading policy. |
| Insider trading policy | Blackout policy and prohibition on hedging/pledging/derivatives mitigate opportunistic selling risk; officers must comply with pre‑clearance and window trading. |
Employment Terms & Contracts (Other)
| Topic | Detail |
|---|---|
| Non‑compete / non‑solicit | Not specifically disclosed in proxy or 8‑K for Whitney. — |
| Auto‑renewal/term | Not specifically disclosed in proxy or 8‑K for Whitney. — |
| Garden leave / consulting | Not disclosed. — |
Investment Implications
- Alignment: Executive pay design is anchored to Adjusted EBITDA (annual) and ROIC/Revenue (multi‑year PSUs), with robust stock ownership and 50% hold‑until‑met requirements, plus hedging/pledging prohibitions—favorable for shareholder alignment and reduced agency risk.
- Retention: The 2025 Amended Severance Plan materially increases severance multiples for NEOs under both non‑CIC and CIC scenarios, signaling an emphasis on retention amid strategic optionality; all executives were covered by severance protections in 2024. Monitor whether similar terms extend to non‑NEOs like the CAO.
- Supply/overhang: The 2024 RSU‑only grants (three‑year ratable vesting) and annual grant cadence can create predictable vesting supply; however, blackout windows and policy restrictions curtail discretionary selling pressure.
- Governance risk checks: No 2024 related‑party transactions; updated clawback and insider trading policies; say‑on‑pay at 97%—all supportive of governance quality. Spousal relationship is disclosed and monitored, but no transactions reported.