John Skenesky
About John Skenesky
John P. Skenesky is Vice President and Division Manager of TRS‑RenTelco at McGrath RentCorp, a role he has held since November 2011; he is 58 and holds an MBA from Texas Christian University (2007) with prior service as a U.S. Navy electronics technician on submarines (1984–1990) . Under his leadership, TRS‑RenTelco delivered solid execution in 2025: Q3 revenues rose 6% to $36.9 million with pre‑tax income up 48% to $8.5 million, and nine‑month revenues rose 7% to $108.3 million with pre‑tax income up 40% to $22.6 million . Company-level pay-versus-performance shows the year-end value of $100 invested (12/31/2019 basis) at $162.65 for MGRC in 2024 versus $176.44 for the S&P 500 Industrials, providing context on long-term TSR alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McGrath RentCorp (TRS‑RenTelco) | Vice President & Division Manager | Nov 2011–present | Leads test equipment rental division, accountable for growth, profitability, and capital deployment |
| McGrath RentCorp (TRS‑RenTelco) | Director of Sales & Product Management | Jun 2007–Nov 2011 | Drove commercial performance and product strategy |
| McGrath RentCorp (TRS‑RenTelco) | Director of Operations & Product Management | Jun 2004–Jun 2007 | Led operations and product lifecycle management |
| McGrath RentCorp (RenTelco) | Branch management and sales | 1995–2004 | Frontline commercial and operational leadership roles |
| Genstar Rentals | Lab & Product Management | 1991–1994 | Technical and product roles in equipment rentals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Navy | Electronics Technician (Submarines) | 1984–1990 | Technical training, discipline, and systems expertise |
| Texas Christian University | MBA (Education credential) | 2007 | Business leadership and management education |
Fixed Compensation
- Not disclosed for Skenesky (NEO-specific figures are provided in the proxy; Skenesky is an executive officer but not a named executive officer). Company program structures are summarized below for context .
Performance Compensation
- Annual Cash Bonus Plan design (applies to executive officers): balanced profitability metrics and personal priorities; payouts are capped and targets set to mitigate excessive risk .
- 2024 outcomes (company-level, indicative of plan design and rigor):
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Adjusted EBITDA (Company) | $349,676,000 | $351,725,000 | 105.90% |
- 2024 equity awards: due to a pending merger, the Compensation Committee granted only time‑based RSUs on Feb 23, 2024 to executive officers, vesting 33%/33%/34% annually; in 2025 the program reverted to the historical mix with 50% PSUs and 50% time‑based RSUs .
- Change‑in‑control treatment for Feb 23, 2024 RSUs: if terminated without cause or resigning for good reason within 12 months after a change in control, all such time‑based RSUs accelerate and vest (subject to release) .
Equity Ownership & Alignment
- Stock ownership guidelines (amended Feb 14, 2025): CEO at 5× salary; other executive officers at 2× salary; 5 years to comply; 50% holding of net, after‑tax shares upon vesting/exercise until guideline is met; calculation based on vested RSUs/PSUs (excludes unvested RSUs and vested options) .
- Hedging/pledging prohibited: Insider Trading Policy forbids short sales, hedging/derivative transactions, margin purchases, and pledging of company securities; also six‑month no‑flip restriction after trades to deter speculative behavior .
- Clawback policy: Amended and Restated Compensation Recoupment Policy requires reimbursement of excess incentive compensation over three prior years after any financial restatement (NASDAQ Rule 10D‑1 aligned) .
- Equity granting policy: single annual grant date after year‑end earnings release; grant price equals NASDAQ close; CEO may allocate awards for non‑executive new hires/promotions (executive officer grants require Compensation Committee approval) .
Employment Terms
- At‑will service: each executive officer serves at the pleasure of the Board of Directors .
- Severance framework (Amended Severance Plan, Feb 2025): plan consolidated severance and change‑in‑control arrangements for officers; the proxy expressly enumerates NEO severance multiples, vesting treatment, and COBRA benefits (100% RSU/PSU vesting at target under CoC terminations; prorated vesting under certain terminations); specific terms for non‑NEO officers like Skenesky are not itemized in the proxy .
- Risk management in incentives: capped awards, multiple performance metrics, and multi‑year vesting to align with prudent risk‑taking .
Performance & Track Record
- TRS‑RenTelco Q3 performance:
| Metric | Q3 2024 | Q3 2025 | Change |
|---|---|---|---|
| Total Revenues ($mm) | $34.8 | $36.9 | +6% |
| Gross Profit ($mm) | $14.1 | $16.9 | +20% |
| Income from Operations ($mm) | $7.5 | $9.8 | +31% |
| Pre‑Tax Income ($mm) | $5.7 | $8.5 | +48% |
| Adjusted EBITDA ($mm) | $18.945 | $20.212 | +7% |
| Avg Utilization (%) | 57.3% | 64.8% | +13 pts |
| Avg Monthly Rental Rate (%) | 4.12% | 4.33% | +5% |
- TRS‑RenTelco Nine Months performance:
| Metric | 9M 2024 | 9M 2025 | Change |
|---|---|---|---|
| Total Revenues ($mm) | $101.234 | $108.324 | +7% |
| Gross Profit ($mm) | $40.939 | $48.102 | +17% |
| Income from Operations ($mm) | $22.231 | $26.231 | +18% |
| Pre‑Tax Income ($mm) | $16.214 | $22.625 | +40% |
| Adjusted EBITDA ($mm) | $55.426 | $57.463 | +4% |
| Avg Utilization (%) | 56.8% | 63.5% | +12 pts |
| Avg Monthly Rental Rate (%) | 4.07% | 4.22% | +4% |
- Company pay-versus-performance TSR context:
| Year | MGRC Value of $100 (12/31/2019 basis) | S&P 500 Industrials Value of $100 |
|---|---|---|
| 2020 | 90.04 | 111.06 |
| 2021 | 110.13 | 134.52 |
| 2022 | 138.54 | 127.15 |
| 2023 | 171.07 | 150.20 |
| 2024 | 162.65 | 176.44 |
Compensation Committee Analysis
- Independent compensation consultant: Semler Brossy engaged; committee targets market-competitive total compensation and risk-balanced designs .
- 2024 peer group (benchmarking): Air Lease; Air Transport Services Group; Badger Meter; Cohu; Custom Truck One Source; Enerpac Tool Group; FormFactor; GATX; H&E Equipment Services; Harmonic; Herc Holdings; Kratos Defense & Security; Montrose Environmental; Stem; Transcat; UniFirst; WillScot Mobile Mini; Triton International (removed for 2025 post-acquisition) .
- “What we do / do not do” highlights: pay‑for‑performance, performance‑based LTIs (historically 50% PSUs), capped bonuses, stock ownership and holdback, recoupment; no single-trigger CoC severance, no guaranteed or uncapped bonuses, no option repricing, no special perqs/retirement, no tax gross‑ups, no hedging or pledging .
Say‑on‑Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2023 Say‑on‑Pay (Advisory) | 19,280,113 | 525,166 | 137,181 | 1,231,906 |
Equity Ownership & Alignment (Group Context)
| Beneficial Owner | Shares Beneficially Owned | % of Class |
|---|---|---|
| All executive officers and directors (14 persons) | 351,415 | 1.4% |
Note: Individual beneficial ownership for Skenesky is not itemized in the proxy’s table (which covers directors and NEOs) .
Employment Terms
- Executive officers serve at the pleasure of the Board; no fixed contract term disclosed for Skenesky .
- Severance economics (plan overview): consolidated officer severance plan (Feb 2025) specifies differing multiples and vesting treatment for NEOs; plan coverage extends to officers, but the proxy details NEO terms; specific non‑NEO terms for Skenesky are not itemized .
Risk Indicators & Red Flags
- Prohibitions on hedging and pledging reduce misalignment risk; six‑month trading restriction mitigates timing risk .
- Robust clawback policy under Rule 10D‑1 reduces restatement risk to shareholders .
- Multi‑year vesting and ownership holdback (50% until guidelines met) curtail near‑term selling pressure and enhance retention .
Investment Implications
- Incentive alignment: Skenesky operates within a framework emphasizing Adjusted EBITDA and multi‑year equity vesting, with strict ownership/holdback and hedging/pledging prohibitions—supporting alignment and reducing forced‑sale pressure .
- Retention risk appears moderate to low: the combination of time‑based RSU cadence (33/33/34), historical PSU usage, and ownership guidelines incentivizes continued tenure; at‑will employment is a mild offset .
- Execution signals are constructive: TRS‑RenTelco’s 2025 improvements in utilization and profitability (notably +48% Q3 pre‑tax income and +40% nine‑month pre‑tax income) suggest operational discipline—positive for divisional value creation .
- Governance and pay discipline: independent committee oversight, peer benchmarking, clawback, and no tax gross‑ups/hedging/pledging reduce governance risk; say‑on‑pay support in 2023 indicates shareholder approval of pay design .