William Dawson

About William J. Dawson

William J. Dawson (age 70) is an independent director at McGrath RentCorp (MGRC) who has served on the board since 1998; he is the Audit Committee Chair and a member of the Compensation Committee, and is designated an Audit Committee financial expert under SEC/NASDAQ rules . He previously served as CFO of Adamas Pharmaceuticals (2014–2017), CFO of Catalyst Biosciences (2010–2012), and VP Finance/CFO of Cerus Corporation (2004–2009), after earlier senior finance roles across biotech, healthcare services, IT, energy, and transportation; he began his career in investment banking and assisted MGRC’s 1984 IPO and subsequent offerings . He holds an A.B. in Mechanical Engineering from Stanford University and an M.B.A. from Harvard Business School .

Past Roles

External Roles

• No additional current public-company directorships for Mr. Dawson are disclosed in MGRC’s 2025 proxy; the biography highlights broad public board experience but does not list specific other public boards for Dawson in the current period .

Board Governance

• Committees and roles: Audit Committee Chair; member, Compensation Committee; qualifies as an Audit Committee financial expert .
• Independence: Board determined Mr. Dawson (and all non-employee directors) are independent under NASDAQ and SEC standards after reviewing relationships/transactions .
• Attendance and engagement: Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024; Board generally holds executive sessions of independent directors after every meeting .
• Meetings: Audit Committee held five meetings in 2024; Compensation Committee held five meetings in 2024 .
• Audit Committee oversight: Dawson signed the Audit Committee Report recommending inclusion of 2024 financials; pre-approval policy in place for audit and non-audit services; oversight of controls, financial reporting integrity, and auditor independence .
• Board structure and practices: Majority independent board, independent Chair (non-CEO); annual self-assessment; no rights plan; no supermajority voting; anti-hedging/pledging policy .

Fixed Compensation

Mix indicator: Dawson’s 2024 compensation split was approximately 48% cash and 52% equity, consistent with program design emphasizing equity alignment .

Performance Compensation

• Performance metrics: Director equity is time-based RSUs; no performance conditions disclosed for director grants .
• Equity grant process: One annual grant date post year-end earnings release; RSUs priced at NASDAQ close on grant date .

Other Directorships & Interlocks

• None disclosed for Dawson in the 2025 proxy; the independence determination reviewed relationships/transactions and affirmed his independence .

Expertise & Qualifications

• CFO experience at multiple public biopharma companies; extensive capital markets, SEC reporting, M&A, and finance expertise; IT systems and cybersecurity exposure .
• Designated Audit Committee financial expert; contributes deep audit and financial oversight capability .
• Education: A.B. in Mechanical Engineering (Stanford); M.B.A. (Harvard Business School) .

Equity Ownership

• Director stock ownership guideline: 5,000 shares within five years of joining the Board; as of Apr 17, 2025, each non-employee director met/exceeded the target or is within compliance period; Dawson’s holdings exceed the 5,000-share guideline .
• Hedging/pledging: Company policy prohibits short sales, hedging, margin, pledging, and derivative transactions by directors .
• Section 16 compliance: Company states all reporting persons complied in 2024, except one filing late due to administrative error (no individual named) .

Governance Assessment

• Strengths

  • Long-tenured Audit Committee Chair with CFO background; designated financial expert, enhancing audit oversight and controls rigor .
  • Clear independence status; board-level practices include regular executive sessions, annual self-assessment, and robust anti-hedging/pledging policy .
  • Director pay balanced between cash and equity; no meeting fees; equity grants are time-based RSUs supporting alignment and simplicity; CoC provisions standard for directors .
  • No related-party transactions in 2024; strong say-on-pay support indicates positive shareholder sentiment toward compensation governance .

• Monitoring points

  • Cash retainer and committee chair/member fees indicate Dawson’s cash compensation aligns with his Audit Chair role and Compensation Committee membership; ensure continued alignment as committee workloads evolve .
  • Continue oversight of auditor independence and pre-approval rigor under the long-standing Audit Committee policy .

Compensation Program Context (Benchmarking)

• External advisor: Semler Brossy retained; Compensation Committee determined advisor independence .
• Peer group used for 2024 compensation analyses (for executives and informing director program): Air Lease, Air Transport Services Group, Badger Meter, Cohu, Custom Truck One Source, Enerpac Tool, FormFactor, GATX, H&E Equipment, Harmonic, Herc Holdings, Kratos Defense, Montrose Environmental, Stem, Transcat, Triton International, UniFirst, WillScot Mobile Mini; Triton removed for 2025 after acquisition .

Appendix: Board/Committee Activity and Oversight

Sources: MGRC DEF 14A (Apr 22, 2025) and DEF 14A (Oct 30, 2024) as cited above .