Gilda Malek
Senior Vice President, Chief Legal Officer and Corporate Secretary at MGRC
Executive
About Gilda Malek
Senior Vice President, Chief Legal Officer, and Corporate Secretary since January 2025; joined MGRC in 2023 as Vice President, General Counsel, and Corporate Secretary, overseeing legal, compliance, and environmental health & safety. Prior roles include Deputy General Counsel at Confluent and multiple legal leadership positions at AECOM (2007–2020). Education: J.D., University of San Francisco School of Law; B.A. in Political Science, UC Irvine . Operates within a company performance backdrop of 10% revenue and Adjusted EBITDA growth in 2024; MGRC’s year-end value of $100 invested on 12/31/2019 reached $162.65 by 2024; 2024 net income was $231.7M and pre-tax income was $313.6M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MGRC | Vice President, General Counsel and Corporate Secretary | 2023–2024 | Led corporate legal, compliance, and EHS; prepared for and navigated terminated WillScot merger . |
| MGRC | Senior Vice President, Chief Legal Officer and Corporate Secretary | 2025–present | Elevated oversight of legal, compliance, and corporate governance . |
| AECOM | Subsidiary GC; Division Chief Counsel; Corporate Deputy GC | 2007–2020 | Provided legal leadership across divisions at global infrastructure firm . |
| Confluent | Deputy General Counsel | Not disclosed | Senior legal leadership at leading SaaS platform . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or public company board roles noted in MGRC’s disclosure . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $313,425 | $440,000 | $455,000 |
| Target Bonus % of Base | Not disclosed | 50% → $220,000 target | Not disclosed |
| Non-Equity Incentive Paid ($) | $233,823 | $229,735 | — |
| Discretionary Bonus ($) | — | $40,000 (one-time) | — |
Performance Compensation
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus – Adjusted EBITDA (Company) | 75% | $349,676,000 | $351,725,000 | 105.90% of target; $174,735 for Malek | |
| Annual Cash Bonus – Personal Annual Priorities | 25% | Up to 4 priorities | Achieved 100% (Corporate Secretary responsibilities; risk management enhancements; legal oversight; organizational excellence) | 100% of target; $55,000 for Malek | |
| 2024 RSUs (time-based) | — | 4,000 units at $124.90 ($500,000 grant-date value) | — | — | Vest 33%/33%/34% on 2/23/25, 2/23/26, 2/23/27 |
| 2023 RSUs (time-based) | — | — | — | — | Malek grant dated 3/31/2023; vest on 3/31/24, 3/31/25, 3/31/26 |
| PSUs (performance-based) | — | None awarded in 2024 | — | — | Historical design: 3-year cliff; ROIC and revenue equally weighted for 2025 PSUs; Malek did not receive 2022 PSUs (hired 3/21/2023) |
2024 Option Exercises and Stock Vested (realized)
| Metric | 2024 |
|---|---|
| Shares vested (RSUs) | 1,429 |
| Value realized on vesting ($) | $172,580 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,807 shares; <2% of class |
| KSOP shares included | 60 shares |
| Unvested RSUs outstanding | 2,861 (2023 grant; market value $319,917) and 4,000 (2024 grant; market value $447,280) |
| Options | None outstanding/exercisable shown for Malek |
| Pledging/Hedging | Prohibited by Insider Trading Policy; prohibition includes hedging, pledging, derivatives, margin |
| Stock Ownership Guidelines (effective 2/14/2025) | Other executive officers: 2× base salary; 5-year compliance; hold 50% of net shares until guideline met; calculation based on vested RSUs/PSUs (unvested RSUs and vested options excluded) |
Vesting Schedule and Potential Selling Pressure
| Grant | Units | Vest Dates | Notes |
|---|---|---|---|
| 2023 RSUs (Malek grant) | 2,861 | 3/31/2024; 3/31/2025; 3/31/2026 | Standard 33/33/34 installment vesting . |
| 2024 RSUs | 4,000 | 2/23/2025; 2/23/2026; 2/23/2027 | Standard 33/33/34 installment vesting; 2024 awards were time-based due to pending WillScot merger; acceleration upon qualifying termination within 12 months after change in control per award agreement . |
Insider selling pressure risk is structurally mitigated by 50% net-share holdback until guidelines are met and explicit prohibitions on hedging/pledging .
Employment Terms
| Term | Detail |
|---|---|
| Appointment/Start | Appointed SVP, CLO & Corporate Secretary Jan 2025; joined MGRC in 2023 as VP, GC & Corporate Secretary . |
| Employment Agreements | MGRC does not have employment agreements; officers serve at Board’s pleasure . |
| Severance – Amended Severance Plan (Feb 2025) | If terminated without cause prior to CoC or ≥24 months post-CoC: 12 months base salary + 100% of target annual cash bonus; up to 12 months COBRA; prorated vesting of RSUs/PSUs at target; outplacement, subject to release . |
| Severance – CoC (within 24 months) | Termination without cause or resignation for good reason: 18 months base + 150% of target bonus; 12 months COBRA; 100% vesting of RSUs and PSUs at target; outplacement, subject to release . |
| Equity Acceleration (Plan terms) | Full acceleration if awards not assumed/replaced in CoC; 2023 PSUs vest at target pro rata if CoC occurs before performance determination; qualifying termination after CoC triggers full acceleration per plan . |
| Clawback | Amended and Restated Compensation Recoupment Policy consistent with Rule 10D‑1; recover incentive comp (cash/equity) for past 3 years upon restatement . |
| Hedging/Pledging | Prohibited for employees, officers, directors; no short sales, derivatives, margin, or pledging . |
| Perquisites | No special perqs or tax gross-ups; standard benefits; retired executives ≥10 years may remain on health plan paying 100% premiums . |
Potential Termination Payments (illustrative as of proxy, amounts determined at actual separation)
| Scenario | Total ($) |
|---|---|
| Involuntary termination without cause (2024 Severance Plan basis) | $471,140 (includes pro-rated bonus, COBRA, outplacement; no equity acceleration) . |
| Termination without cause or resignation for good reason & CoC | $1,238,337 (includes bonus, equity acceleration per applicable plan then in effect) . |
Compensation Structure and Peer Benchmarking
| Element | 2024 Design |
|---|---|
| Cash Bonus Metrics | 75% Company Adjusted EBITDA; 25% Personal Annual Priorities; threshold at 90% (50% payout), target 100% (100%), max 110% (200% for EBITDA); personal priorities capped at 100% . |
| LTI Mix | 2024 grants 100% time-based RSUs due to pending WillScot merger; reverted to 50% RSUs / 50% PSUs in 2025 . |
| 2024 LTI Grant | Malek: 4,000 RSUs, $500,000 target (at $124.90) . |
| Compensation Peer Group (2024) | Air Lease; Air Transport Services; Badger Meter; Cohu; Custom Truck One Source; Enerpac; FormFactor; GATX; H&E Equipment; Harmonic; Herc; Kratos Defense; Montrose Environmental; Stem; Transcat; UniFirst; WillScot Mobile Mini; Triton International (removed for 2025) . |
| Say-on-Pay Support | 2024: Votes For 19,483,520; Against 482,371; Abstain 118,196 . 2025: Votes For 20,167,710; Against 690,472; Abstain 35,715 . |
Multi-Year Compensation Summary (Malek)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $313,425 | $440,000 |
| Stock Awards ($) | $400,300 | $499,600 |
| Non-Equity Incentive ($) | $233,823 | $229,735 |
| Bonus ($) | — | $40,000 |
| All Other ($) | — | $18,955 |
| Total ($) | $947,548 | $1,228,290 |
Investment Implications
- Pay-for-performance alignment is credible: Malek’s bonus tied to company Adjusted EBITDA (75% weight) and achieved 105.9% payout on that metric; personal priorities met at 100%, indicating operational execution within governance/legal domains .
- Upcoming RSU vesting dates (3/31/2025; 2/23/2025; 3/31/2026; 2/23/2026; 2/23/2027) and prior 2024 vest realizations ($172,580) suggest periodic settlement flows; selling pressure risk is dampened by 50% net-share holdback until ownership guideline compliance and prohibitions on hedging/pledging .
- Retention risk appears contained: Amended Severance Plan provides meaningful double-trigger protection (18 months base + 150% target bonus for Malek post-CoC) with full RSU/PSU acceleration at target—supporting continuity in strategic transactions but without tax gross-ups .
- Ownership alignment is modest in absolute shares (1,807 shares including 60 KSOP) but structurally reinforced by stock ownership guidelines (2× salary; 5-year compliance; 50% hold requirement) and clawback policy aligned with SEC Rule 10D‑1 .
- Company backdrop remains supportive: 2024 delivered 10% revenue and Adjusted EBITDA growth amid merger termination; strong say-on-pay results in 2024 and 2025 signal shareholder endorsement of compensation design .