Nicolas Anderson
Director at MGRC
Board
About Nicolas Anderson
Nicolas C. Anderson (age 40) is an independent director of McGrath RentCorp (MGRC) since December 2022; he is Managing Partner of Elm Grove Partners and CEO of ArcherHall, with prior experience at JPMorgan and boutique investment banks. He holds an AB in Economics and an MBA with Distinction from Harvard University . He serves on MGRC’s Audit and Compensation Committees and is designated an Audit Committee financial expert by NASDAQ/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elm Grove Partners | Founder & Managing Partner | Since 2013 | Raised equity/debt; led investment analysis for control deals |
| ArcherHall (Elm Grove portfolio) | Chief Executive Officer | Not disclosed | Led transformation to a leading independent digital forensics firm |
| JPMorgan (New York) | Investment banking professional | Not disclosed | Worked on >$1B transactions incl. equipment lease financing and securitizations; Series 7 & 63 |
| Boutique investment banks | Investment banking roles | Not disclosed | Traditional debt/equity financing experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Bank of Marin (NASDAQ: BMRC) | Director | Current | Chair of Audit; member of Compensation; member of Nominating & Governance |
| YMCA of Superior California | Director | Current | Audit and Finance Committees |
| American River Bank (NASDAQ: AMRB) | Director | Prior | Chaired Directors Loan Committee; member of Nominating and Audit; special M&A committee |
Board Governance
- Independence: The Board determined all five non-employee directors, including Anderson, are independent under NASDAQ and SEC rules .
- Committee assignments: Compensation Committee member; Audit Committee member; not a chair at MGRC .
- Audit Committee expertise: Anderson is deemed an Audit Committee financial expert (with Dawson and Conjeevaram) .
- Attendance: Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings; all then in office attended the 2024 Annual Meeting virtually .
- Executive sessions: Non-employee/independent directors generally hold an executive session after every Board meeting .
- Governance posture: Independent Chairman; annual director elections; compensation recoupment policy; prohibition on hedging/pledging; no related party transactions in 2024 .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Director Retainer (cash) | $85,000 | $85,000 | Annual cash retainer for non-employee directors |
| Audit Committee Member Retainer | $10,000 | $10,000 | Anderson is a member, not chair |
| Compensation Committee Member Retainer | $7,500 | $7,500 | Anderson is a member, not chair |
| Corporate Governance & Nominating Committee Member Retainer | $5,500 | $5,500 | Not applicable to Anderson (not on CG&N) |
| Chair Premiums (Board/Audit/Comp/CG&N) | $75,000 / $25,000 / $18,500 / $10,000 | $75,000 / $25,000 / $18,500 / $15,000 | Anderson is not a chair at MGRC |
| Nicolas C. Anderson – Fees Earned (cash) | $102,500 | Prorated if applicable | Sum of $85k + $10k + $7.5k matches reported cash fees |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value | Vesting | Change-in-Control Terms |
|---|---|---|---|---|---|
| Director RSU (annual) | Feb 23, 2024 | 1,000 [for each non-employee director] | $124,900 (at $124.90) | Vests Apr 1, 2025 | Director awards vest in full immediately prior to effective date of change in control/corporate transaction |
| Director RSU (annual) | Feb 21, 2025 | 1,000 [for each non-employee director] | $127,180 (at $127.18) | Vests Apr 1, 2026 | Director awards vest in full immediately prior to effective date of change in control/corporate transaction |
- No performance KPIs are tied to director equity grants; non-employee director equity is time-based RSUs per MGRC’s program .
Director Compensation Mix (2024)
| Name | Cash ($) | Equity ($) | Total ($) | Mix (Cash %) | Mix (Equity %) |
|---|---|---|---|---|---|
| Nicolas C. Anderson | $102,500 | $124,900 | $227,400 | 45.1% | 54.9% |
| Note: Mix percentages computed from reported values . |
Other Directorships & Interlocks
| Company | Overlap/Counterparty Risk to MGRC | Signal |
|---|---|---|
| Bank of Marin (BMRC) | MGRC’s proxy discloses no related-party transactions in 2024; oversight policies in place via Audit Committee | Active financial sector oversight expertise; monitor any future banking relationships for independence confirmations |
| YMCA of Superior California | None indicated | Community engagement; no conflicts indicated |
| American River Bank (prior) | None indicated | Prior banking governance experience |
Expertise & Qualifications
- Finance and audit: Audit Committee financial expert; extensive investment/transaction experience, including securitizations and equipment lease financing .
- Operating leadership: CEO of ArcherHall, leading digital forensics growth and transformation .
- Education: AB Economics; MBA (Distinction), Harvard University .
- Board experience: Current chair of Audit at BMRC; past committee leadership at AMRB; non-profit board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Date | Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|
| Nicolas C. Anderson | 2,500 | <2% | Apr 17, 2025 | Directors should own 5,000 shares within 5 years of joining the Board | MGRC states all non-employee directors met/exceeded target or are within the 5-year compliance period |
- Hedging/pledging: Prohibited by MGRC’s insider trading policy; risk-hedging policies prohibit short sales, options, margin, and pledging .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | — | MGRC reports Section 16(a) compliance in FY2024, with one late filing due to administrative error (not attributed to Anderson) |
Governance Assessment
- Strengths: Independent director with audit chair experience at a public bank; MGRC designates him as an Audit Committee financial expert; consistent attendance; strong governance practices (recoupment policy, executive sessions, prohibition on hedging/pledging) .
- Alignment: Director stock grant cadence and stock ownership guideline (5,000 shares within 5 years); Anderson holds 2,500 shares as of April 17, 2025 and is within the compliance window given his 2022 appointment .
- Compensation structure: Balanced cash/equity mix; RSU grants with specified vesting; no meeting fees; independent consultant review for director pay .
- Change-in-control feature: Director RSUs vest in full immediately prior to change-in-control/corporate transaction; investors may monitor potential payout optics in sale scenarios .
- Conflicts/Related parties: MGRC discloses no related-party transactions in 2024; Audit Committee oversees related-party review procedures .
- Shareholder signals: Say-on-pay approval 97% in 2024, supporting MGRC’s compensation governance and investor confidence .
RED FLAGS
- Single-trigger vesting for director RSUs upon change in control (awards vest immediately prior to effective date) .
- Ownership currently below the 5,000-share guideline, though within the 5-year compliance period (appointment in Dec 2022) .
Appendix: Committee Activity & Attendance Detail
| Committee | 2024 Meetings | Anderson Member | Chair |
|---|---|---|---|
| Compensation | 5 | Yes | Kimberly A. Box |
| Audit | 5 | Yes | William J. Dawson |
| Corporate Governance & Nominating | 2 | No | Smita Conjeevaram |
Overall, Anderson’s finance and oversight background, Audit Committee financial expert designation, and committee engagement support board effectiveness; ongoing monitoring of equity vesting features at change-in-control and progression toward ownership guidelines is advisable for alignment optics .