Kristina Van Trease
Senior Vice President, Chief Strategy Officer at MGRC
Executive
About Kristina Van Trease
Senior Vice President and Chief Strategy Officer at McGrath RentCorp (MGRC) since December 2023; previously SVP, Strategy & Business Development (Feb 2022–Nov 2023). She joined MGRC in 1992, holds a B.S. in Business Administration (Marketing) from San Jose State University, and is 55 years old . Company performance in 2024: revenue and Adjusted EBITDA each grew 10%; cumulative TSR (value of $100 invested on 12/31/2019) was $162.65 at 12/31/2024; Net Income $231.7M and Pre-Tax Income $313.6M for 2024 . MGRC’s incentive design for 2024 weighted Adjusted EBITDA 75% in annual bonus decisions for corporate officers (including Van Trease) and reverted to a 50% RSU / 50% PSU mix for 2025 LTI after temporarily granting 100% RSUs in 2024 during the terminated WillScot transaction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McGrath RentCorp | SVP, Chief Strategy Officer | Dec 2023–Present | Corporate strategy leadership; growth initiatives and land optimization priorities |
| McGrath RentCorp | SVP, Strategy & Business Development | Feb 2022–Nov 2023 | Enterprise strategy, M&A/business development support |
| Adler Tank Rentals (MGRC division) | VP & Division Manager | Aug 2016–Jan 2022 | Led division operations and growth |
| Mobile Modular Portable Storage (MGRC) | VP & Division Manager | Jun 2009–Aug 2016 | Founded and scaled Portable Storage startup within MGRC |
| McGrath RentCorp | Director, Corporate Development | Jul 2007–Jun 2009 | Corporate development leadership |
| TRS-RenTelco (MGRC division) | Sales/Management roles | Pre-2007 | Commercial and operational leadership within TRS-RenTelco |
External Roles
Not disclosed in the 2025 DEF 14A for Van Trease .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $350,000 | $380,000 |
| Target Bonus (% of Base) | 60% | 60% (program structure referenced; 2025 targets governed by Compensation Committee; not explicitly itemized for her) |
| Target Bonus ($) | $210,000 | Not disclosed |
| Actual Annual Cash Bonus ($) | $219,293 (104.4% of target) | Not disclosed |
| One-time Discretionary Bonus ($) | $40,000 (for 2024 achievements) | Not disclosed |
Performance Compensation
Annual Cash Bonus Design and 2024 Outcomes
| Component | Weight | Metric | Target | Actual | Payout % | Payout ($) |
|---|---|---|---|---|---|---|
| Profitability | 75% | Company Adjusted EBITDA | $349,676,000 | $351,725,000 | 105.90% | $166,793 |
| Personal Annual Priorities | 25% | Strategic priorities (3–4 items) | 100% achievement | 100% achievement | 100% | $52,500 |
| Total | — | — | — | — | 104.4% of target | $219,293 |
Payout curve (profitability component): Threshold 90% of goal pays 50%; Target 100% pays 100%; Maximum 110% pays 200%; linear interpolation between points .
Long-Term Incentives (Equity)
| Award Type | Grant Date | Units | Grant Price / Value | Vesting / Performance |
|---|---|---|---|---|
| RSUs (time-based) | Feb 23, 2024 | 2,800 | $124.90 per share; $349,720 grant-date fair value | 33% on 2/23/2025; 33% on 2/23/2026; 34% on 2/23/2027 |
| RSUs (time-based) | Feb 24, 2023 | 1,021 (unvested at 12/31/2024) | N/A (outstanding units) | 33% on 2/24/2024; 33% on 2/24/2025; 34% on 2/24/2026 |
| RSUs (time-based) | Feb 25, 2022 | 524 (unvested at 12/31/2024) | N/A (outstanding units) | 33% on 2/25/2023; 33% on 2/25/2024; 34% on 2/25/2025 |
| PSUs (2022 grant) | Feb 25, 2022 | Target 1,570; Earned 3,140 (200%) | N/A (achievement) | Vests at end of 3-year period (2/25/2025) based on performance |
| PSUs (2023 grant) | Feb 24, 2023 | 1,530 (unearned at 12/31/2024) | N/A (outstanding units) | Vests at end of 3-year period (2/24/2026); performance-based |
| PSUs (2025 design) | 2025 cycle | Not disclosed (company-wide design) | 50% RSUs / 50% PSUs mix (reverted) | PSUs earned on 3-year corporate ROIC target and revenue target, equally weighted; cliff vest after performance period |
2024 vesting/settlement activity: 3,086 shares vested for Van Trease in 2024, with $384,670 realized value .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 8,972 | Less than 2% of shares outstanding (24,611,329 as of 4/17/2025) |
| KSOP (401k/ESOP) shares included | 1,253 | KSOP shares carry sole voting power |
| Unvested RSUs outstanding (12/31/2024) | 524 (2022), 1,021 (2023), 2,800 (2024) | Scheduled vesting: 2/25/2025; 2/24/2025; 2/23/2025 onward |
| PSUs outstanding (12/31/2024) | 3,140 (2022; at max earned, vest 2/25/2025), 1,530 (2023; vest 2/24/2026) | 2022 PSUs achieved 200% |
| Shares pledged as collateral | Prohibited by insider trading policy (no pledging/hedging/derivatives) | |
| Stock ownership guidelines (officers) | 2× base salary; 50% net after-tax holding until guideline met; 5-year compliance window | Calculation based on vested RSUs/PSUs; unvested RSUs and vested options excluded |
Employment Terms
| Provision | 2025 Amended Severance Plan (effective Feb 2025) | Prior 2024 Plans / Illustrative Values |
|---|---|---|
| Termination without cause (no change-in-control context or >24 months post-CoC) | 12 months base salary + 100% target annual bonus; COBRA up to 12 months; prorated vesting of RSUs and PSUs at target; outplacement assistance | As of 12/31/2024: cash severance $175,000; target bonus prorated; total example $498,119 (includes $105,619 equity acceleration per table assumptions) |
| Termination without cause or good reason within 24 months following a change-in-control (double trigger) | 18 months base salary + 150% target annual bonus; COBRA 12 months; 100% vesting of RSUs and PSUs at target; outplacement assistance | As of 12/31/2024 table: total example $1,566,401 (includes $1,173,901 equity acceleration; $175,000 cash severance; $210,000 bonus at target) |
| Equity acceleration policy (general) | Full acceleration if equity awards are not assumed/replaced in change-in-control; qualifying termination after change-in-control accelerates all awards; 2023 PSUs prorate at target on certain terminations | |
| Employment agreements | Company does not use individual employment agreements for executives | |
| Clawback policy | Amended and Restated Compensation Recoupment Policy per Rule 10D-1; 3-year lookback on incentive compensation upon restatement | |
| Hedging/pledging | Prohibited; also bans short sales, margin, derivatives, puts/calls | |
| Tax gross-ups | None provided | |
| Perquisites | No special perqs; standard benefits only. Retiree health coverage available (10+ years’ service) if 100% of premiums paid by retiree |
Compensation Structure Notes and Peer Benchmarking
- 2024 executive compensation emphasized pay-for-performance: 75% of annual bonus tied to Adjusted EBITDA and 25% to individualized priorities; capped incentives; long-term incentives typically split 50% PSUs / 50% RSUs (2024 was 100% RSUs due to pending merger, reverted to normal in 2025) .
- Compensation peer group (used for benchmarking) included equipment rental/industrial services peers such as GATX, Herc, UniFirst, and WillScot Mobile Mini; Triton was removed post-acquisition for 2025 reviews .
- Say-on-pay support has been strong: 97% approval at 2024 Annual Meeting; >95% over the past five years .
Risk Indicators & Governance
- Insider Trading Policy revised Feb 14, 2025: prohibits trading on MNPI and bans hedging/pledging; sets blackout and six-month short-swing restrictions .
- Family relationship disclosed: CAO David M. Whitney and Van Trease are husband and wife (disclosed, with no related-party transactions in 2024) .
- No tax gross-ups, no repricing of equity awards, limited perquisites, and a robust clawback and ownership/holdback framework mitigate pay-risk alignment concerns .
Investment Implications
- Pay-for-performance alignment: Van Trease’s 2024 bonus tied primarily to Adjusted EBITDA (target exceeded modestly), and her 2022 PSUs earned at 200% indicate strong achievement against multi-year ROIC/revenue goals—positive signal for strategic execution continuity .
- Retention and change-in-control economics: 2025 Amended Severance Plan provides meaningful protection (12–18 months base and 100–150% bonus; double-trigger full vesting) that reduces retention risk through potential transactions but creates higher CoC costs; equity acceleration mechanics are standard and not shareholder-unfriendly (no single-trigger cash severance) .
- Insider selling pressure: Multiple scheduled vesting dates (RSUs in Feb 2025/2026/2027 and PSUs in Feb 2025/2026) can create predictable liquidity windows; policy restricts hedging/pledging, but normal diversification sales around vesting are plausible within trading windows .
- Ownership alignment: Beneficial ownership of 8,972 shares plus KSOP holdings and updated 2× salary ownership guidelines with 50% net-holdback support alignment; percentage of outstanding shares remains <2%, typical for non-CEO NEOs .
- Shareholder sentiment: High say-on-pay support (97%) and disciplined governance practices lower headline risk; the temporary 2024 shift to 100% RSUs reverted in 2025, restoring performance-conditioned LTI balance .