Bradley Soultz
WillScot HoldingsAbout Bradley Soultz
Bradley L. Soultz is the Chief Executive Officer of WillScot Holdings and has served as a director since 2017; he is 55 years old and became President & CEO in November 2017 after leading Williams Scotsman International Inc. . Under his tenure, WillScot delivered 2024 revenue of $2,395.7 million and Adjusted EBITDA of $1,063.2 million, with a four-year total shareholder return of 141% (2020–2024), outperforming the S&P 400 peer group; 2024 Adjusted EBITDA margin was 44.4% and Adjusted Free Cash Flow was $553.9 million . The company targets $3B revenue, $1.5B Adjusted EBITDA, and $700M Free Cash Flow over the next 3–5 years following its March 7, 2025 investor day .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Williams Scotsman International Inc. (WSII) | President & CEO | — | Led North American operations; helped transition WillScot to a publicly traded company |
| Novelis Inc. | Chief Commercial & Strategy Officer; various leadership roles | — | Commercial strategy leadership at the world leader in aluminum rolling and recycling |
| Cummins | Leadership roles (Europe & North America) | — | Multinational operations and “lean” practices and processes experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards (last 5 years) | None | — | No other public board roles disclosed |
| Charitable foundation | Board member | — | Controls voting/investment power over 140,266 WSC shares (no pecuniary interest) |
Fixed Compensation
Multi-year compensation (CEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 934,615 | 967,745 | 1,008,070 |
| Stock Awards ($) | 5,103,737 | 5,665,871 | 5,659,553 |
| Non-Equity Incentive (STIP) ($) | 2,517,372 | 1,723,971 | 502,153 |
| All Other Compensation ($) | 39,074 | 34,062 | 24,660 |
| Total ($) | 8,594,799 | 8,391,649 | 7,194,436 |
2024 cash incentive design and outcome:
| Component | Target | Actual | Payout |
|---|---|---|---|
| Base Salary ($) | 1,018,617 | — | — |
| Target Bonus (% of Salary) | 150% | — | — |
| Target Bonus ($) | 1,527,927 | — | — |
| STIP Metrics (Weight) | Adjusted EBITDA H1 (35%); Adjusted EBITDA H2 (35%); Q4 Lease Revenue (30%) | H1: $511.5m (98.8% of target); H2: $552.8m (87.7% of target); Q4 Lease Revenue: $466.3m (87.6% of target) | H1: 93.9%; H2: 0%; Q4 Lease Revenue: 0%; Weighted payout 32.86% |
| STIP Earned ($) | — | — | 502,153 |
Performance Compensation
Long-term equity incentive (2024 annual grants):
| Award Type | Metric | Weight | Shares (#) | Target Value ($) | Vesting |
|---|---|---|---|---|---|
| Performance-Based RSUs (PSUs) | Relative TSR vs. S&P MidCap 400 | 70% | Target 64,708 (Threshold 32,354; Max 129,416) | 3,150,000 | Cliff at 3 years |
| Time-Based RSUs | Stock price/service | 30% | 27,732 | 1,350,000 | Ratable over 4 years |
PSU payout schedule (relative TSR):
| Percentile | Payout (% of Target) |
|---|---|
| < 25th | 0% |
| 25th (Threshold) | 50% |
| 50th (Target) | 100% (capped at 100% if TSR negative) |
| 85th (Max) | 200% |
Special retention/performance award (Sept 8, 2021):
| Share Price (60-day avg post Q3 filing) | CEO Cumulative RSUs |
|---|---|
| $42.50 | 105,882 |
| $45.00 | 210,000 (achieved at $46.40 test in 2023; earned but unvested) |
| $47.50 | 312,632 |
| $60.00 | 750,000 (max) |
| Vesting | March 1, 2026 (continued service required) |
Pay-for-performance governance:
- 2024 CEO pay mix 88% variable (STIP + LTIP); Say-on-Pay support 96.82% .
- Most important performance measures used: Adjusted EBITDA, Lease Revenue, Relative TSR, Stock Price .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Stock) | 1,273,181 shares; less than 1% of outstanding |
| Ownership Breakdown | 406,376 shares in irrevocable trust (Soultz trustee); 179,225 shares + 408,497 vested options in spouse co-trustee trust; 138,817 held personally; 140,266 shares held by a charitable foundation (Soultz has voting/investment power, no pecuniary interest) |
| Shares Pledged | None to company’s knowledge |
| 2024 Vesting Activity | 247,303 shares vested; realized value $11,277,653 (pre-tax) |
| Stock Ownership Guidelines | CEO 6x base salary; compliance expected within 5 years; all executives either met or are within compliance window |
| Hedging/Pledging Policy | Hedging, short sales, monetization, margin accounts, and pledging prohibited absent Board approval |
| Clawback Policy | SEC-compliant and broader recoupment for misconduct causing reputational/financial harm |
Vesting schedules and potential supply considerations:
- Time-based RSUs vest annually over 4 years; PSUs cliff vest at 3 years .
- 2021 performance award vests March 1, 2026 subject to share price tests achieved/not achieved; portions earned at $45 test are “earned but unvested” until vest date .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement History | Employment agreement effective March 1, 2020 (Mobile Mini merger); amended Sept 8, 2021 to extend 48 months to March 1, 2026 and extend non-compete from 12 to 24 months |
| 2025 Pay Decisions | Board approved 3% salary increase; CEO declined; base remains $1,018,618; STIP target 150% of salary ($1,527,927); LTIP target $4,500,000 (70% PSUs; 30% RSUs) |
| Severance (no CIC) | 24 months base salary; pro rata bonus based on actual; full target bonus for year of termination; continued vesting of annual equity for 24 months; health benefits for 12 months; up to $25,000 outplacement |
| Change-in-Control (double trigger) | 2x salary + target bonus; health benefits 24 months; immediate vesting of outstanding equity |
| Potential Payments (12/31/2024 illustrative) | Termination without cause: $18,905,785 total (incl. $5,093,089 severance; $502,153 pro rata bonus; $13,275,079 RSUs) ; CIC termination: $20,433,712 total (incl. $6,621,016 severance; $502,153 pro rata bonus; $13,275,079 RSUs) |
| Tax Gross-Ups | No 280G gross-ups; cutback to avoid excise tax if beneficial after-tax |
| Perquisites | Limited personal use of company aircraft up to 37.5 hours; required to reimburse incremental cost; business use takes priority |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2017; non-independent due to CEO role |
| Committee Roles | Not a member of Audit, Compensation, or Nominating & Corporate Governance committees (all independent) |
| Board Leadership | Non-executive independent Chair (Erik Olsson retiring, Worthing Jackman to succeed as Chair); CEO distinct from Chair |
| Attendance | 2024: Board 95%; Audit 100%; Compensation 95%; N&CGC 95% |
| Risk Oversight | CEO chairs internal risk committee; only Board member on risk committee; quarterly reporting to Board |
Dual-role implications:
- Separation of Chair and CEO mitigates concentration of power; CEO participates in Compensation Committee meetings but not his own pay deliberations, preserving independence .
- CEO-led risk committee strengthens operational oversight but requires robust board-level monitoring to ensure independent risk governance .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Initial $100) | 125.31 | 220.88 | 244.29 | 240.67 | 180.91 |
| Adjusted EBITDA ($mm) | 534 | 740 | 970 | 1,061 | 1,063 |
| Net Income ($mm) | 74 | 160 | 340 | 476 | 28 (incl. $225mm termination fee and $133mm impairment) |
| Revenue ($mm) | — | — | — | 2,364.8 | 2,395.7 |
Strategic progress and targets:
- 2024 rebrand to unify WillScot brand and terminated McGrath RentCorp merger to focus on core capabilities; Investor Day set 3–5 year milestones ($3B revenue, $1.5B Adjusted EBITDA, $700M FCF) .
Compensation Structure Analysis
- High at-risk pay: 88% of CEO target compensation is performance-linked (STIP + LTIP), aligning pay with shareholder outcomes .
- Shift to PSUs: Majority of LTIP value in PSUs tied to relative TSR; time-based RSUs support retention .
- STIP metrics emphasize profitability and run-rate momentum: Adjusted EBITDA (semi-annual) and Q4 Lease Revenue; 2024 payout at 32.86% reflects below-target H2 EBITDA and Q4 lease revenue .
- Special 2021 performance RSUs: stock-price-conditioned awards designed for retention and long-term value creation; portions earned at $45 threshold, vesting in 2026 with continued service .
Compensation Peer Group & Shareholder Feedback
- Peer group includes industrial services and REIT-adjacent operators (e.g., United Rentals, Waste Connections, Herc, Iron Mountain, Americold, Cintas, Republic Services); no fixed percentile targeting; market data used as a reference .
- Say-on-Pay approval: 96.82% in 2024, indicating strong investor support for pay practices .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledging disclosed by executives .
- No tax gross-ups; clawback exceeds SEC minimum scope .
- Option repricing prohibited; independent compensation consultant (Pay Governance) engaged with no conflicts .
Equity Ownership & Alignment Details
| Category | 2024 Data |
|---|---|
| Unvested Awards | PSUs and RSUs outstanding per 2024 grants; PSUs tracking for prior awards (2022 payout certified at 76.96% of target in April 2025) |
| Options | No options listed for CEO in Outstanding Equity Awards table; 2024 vesting via RSUs not options |
| Director Equity | CEO receives no additional director compensation |
Employment & Contracts Summary
- Non-compete: 24 months post-termination (extended in 2021 amendment) .
- Severance economics promote retention but include double-trigger CIC vesting to avoid single-trigger windfalls .
- Perks minimal; aircraft personal use permitted with cost reimbursement; broader perquisites limited .
Investment Implications
- Alignment: High proportion of performance-based compensation with explicit TSR linkage and stringent STIP metrics suggests strong pay-for-performance alignment; prohibitions on hedging/pledging and robust ownership guidelines reduce misalignment risk .
- Supply watch: Significant “earned but unvested” 2021 performance award vests March 1, 2026, contingent on price thresholds and service; potential insider supply around that date merits monitoring alongside scheduled RSU vesting calendars .
- Retention: Extended non-compete and substantial CIC/termination protections decrease near-term CEO departure risk; governance structure (independent Chair) mitigates dual-role concerns while CEO chairs internal risk committee—sustained board oversight remains important .
- Performance trajectory: Despite 2024 STIP underperformance in H2 and Q4 lease revenue, long-term TSR and Adjusted EBITDA track record remain strong; execution against Investor Day targets and Free Cash Flow conversion could remain key drivers for equity valuation and PSU realizations .