Dominick Zarcone
WillScot HoldingsAbout Dominick Zarcone
Dominick “Nick” Zarcone, age 66, is the Board’s nominee to join WillScot Holdings Corporation as an independent director at the June 6, 2025 annual meeting, filling the vacancy created by Erik Olsson’s retirement; the Board has already determined that, if elected, he will be independent under Nasdaq and SEC rules . Zarcone was President & CEO of LKQ Corporation from June 2017 to June 2024, and earlier LKQ’s EVP & CFO from March 2015 to May 2017, following senior leadership roles at Baird Financial Group and investment banking posts at Robert W. Baird & Co. and Kidder Peabody . He holds a B.S. in Finance from the University of Illinois at Urbana-Champaign and an MBA from the University of Chicago . As a nominee added through a third‑party search process and unanimously approved by the Board, he is the fourth new independent director added in the past three years, reflecting a deliberate governance refresh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LKQ Corporation | President & CEO | Jun 2017 – Jun 2024 | Led global distribution of alternative/specialty auto parts; public company leadership |
| LKQ Corporation | EVP & CFO | Mar 2015 – May 2017 | Corporate finance and capital allocation oversight |
| Baird Financial Group | Managing Director & CFO; Treasurer of Baird Funds, Inc. | Apr 2011 – Mar 2015 | Enterprise finance leadership; fund treasury oversight |
| Robert W. Baird & Co. | Managing Director, Investment Banking | Feb 1995 – Apr 2011 | M&A and capital markets execution |
| Kidder, Peabody & Co. | Senior Vice President, Investment Banking | Feb 1986 – Feb 1995 | Investment banking leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Generac Holdings, Inc. | Director | Current | Public company directorship |
| Meko AB | Director | Current | Public company directorship |
| LKQ Corporation | Director/Executive | Former | Former President & CEO; prior EVP & CFO |
Board Governance
- Nomination and process: Zarcone was identified by an outside director search firm, recommended by the Nominating and Corporate Governance Committee, and unanimously approved by the Board for election in 2025 .
- Independence and alignment: The Board has determined that, if elected, Zarcone would be independent; directors are subject to stock ownership guidelines (5x cash retainer) with hedging and pledging prohibited, supporting alignment and risk controls .
- Board leadership transition: Worthing Jackman will succeed Erik Olsson as non-executive, independent Chair after the 2025 meeting; the Lead Independent Director role will be eliminated, tightening oversight clarity .
- Skills fit: The Board’s skills matrix shows Zarcone brings leadership, finance/accounting, strategy, risk oversight/cyber, governance, and prior public board experience .
- Attendance culture: In 2024, the Board met 8 times (95% average attendance); independent directors also meet in executive session, with committee meetings open to all directors for review and comment .
| Board/Committee | Members | Independent Members | FY2024 Meetings | Attendance |
|---|---|---|---|---|
| Full Board | 10 | 90% | 8 | 95% |
| Audit Committee | 5 | 100% | 4 | 100% |
| Compensation Committee | 5 | 100% | 4 | 95% |
| Nominating & Corporate Governance | 5 | 100% | 4 | 95% |
Note: Committee assignments for Zarcone will be set post‑election; given his finance background, he is a plausible Audit or Compensation member, but no assignment is disclosed yet .
Fixed Compensation
| 2024 Non‑Employee Director Compensation Elements | Amount (USD) | Vesting / Terms |
|---|---|---|
| Non‑Executive Chair Cash Retainer | $150,000 | Annual cash |
| Non‑Executive Chair Restricted Stock | $185,000 | One‑year vesting |
| Lead Independent Director Cash | $105,000 | Annual cash |
| Lead Independent Director Stock | $150,000 | One‑year vesting |
| All Other Non‑Exec Directors Cash | $80,000 | Annual cash |
| All Other Non‑Exec Directors Restricted Stock | $150,000 | One‑year vesting; equity retainers must be held 12 months |
| Committee Chair Stipends (Audit/Comp/N&CGC) | $30,000 / $22,500 / $15,000 | Annual cash |
| Committee Member Stipends (Audit/Comp/N&CGC) | $10,000 / $7,500 / $6,000 | Annual cash |
| Meeting Fees | — | No meeting fees |
Note: Zarcone was not a director in 2024; his 2025 compensation will follow the then‑current non‑employee director program; restricted stock grants vest after 12 months and must be retained until vest .
Performance Compensation
| Performance Component | Applicability to Non‑Employee Directors | Metric Details |
|---|---|---|
| Performance‑Based Equity | Not used | Directors receive time‑based restricted stock only (one‑year vesting), no performance metrics |
| Cash Incentives | Not used | No director STIP; retainers and stipends only |
Directors at WillScot are not granted PSUs or options tied to TSR/financial metrics; equity is time‑based and intended to drive ownership alignment, not pay‑for‑performance at the board level .
Other Directorships & Interlocks
| Person | External Boards | Potential Interlocks with WSC Ecosystem |
|---|---|---|
| Dominick Zarcone | Generac Holdings, Inc.; Meko AB; LKQ (former) | No disclosed related‑party transactions with WillScot; Audit Committee oversees affiliate/insider transactions |
| WSC directors (context) | Public Storage (Owen; Johnson); FTI Consulting (Bartlett; Holthaus) | Illustrates board network breadth; not a conflict for Zarcone per disclosures |
Expertise & Qualifications
- Public company leadership and finance: Former President & CEO and EVP & CFO at LKQ; extensive investment banking experience at Baird and Kidder Peabody .
- Governance and risk oversight: Listed skills include finance/accounting, legal/corporate governance, cybersecurity/risk, sustainability, and human capital management .
- Education: B.S. Finance (University of Illinois), MBA (University of Chicago) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged as Collateral | Notes |
|---|---|---|---|---|
| Dominick Zarcone | 0 | 0.000% | None disclosed | As of March 31, 2025; 183,109,208 shares outstanding |
- Director ownership guidelines: Non‑employee directors must hold 5x the cash portion of the standard annual retainer; compliance expected by the later of the fifth anniversary of appointment or November 1, 2028; until compliant, directors must retain all equity retainers (net of taxes) .
- Hedging/pledging: Directors are prohibited from hedging/short‑selling and from pledging WillScot securities without Board approval; margin accounts are prohibited .
Governance Assessment
- Independence and refresh signal: Unanimous nomination after an external search and expected independent status indicate continued board refresh and strengthened oversight—positive for investor confidence .
- Alignment: Director equity grants with mandatory 12‑month hold and ownership guidelines promote skin‑in‑the‑game; prohibition on hedging/pledging further aligns interests .
- Compensation governance: Independent consultant (Pay Governance) advises the Compensation Committee; the committee affirmed no conflicts of interest—reducing consultant‑related risk .
- Shareholder support: 2024 say‑on‑pay received 96.82% support, signaling broad investor approval of pay practices and governance .
- Committee rigor: Audit Committee oversees financial reporting, risk/cybersecurity, and insider/affiliated transactions; Compensation Committee administers clawback policy beyond SEC requirements—robust control environment .
RED FLAGS
- None disclosed specific to Zarcone at WillScot: no related‑party transactions, loans, pledging, or hedging; no attendance issues (not yet on the Board); beneficial ownership is currently zero, but guidelines require ramp‑up within five years .
- Monitoring items: Post‑election committee assignments and any future Form 4 filings; compliance with ownership guidelines timeline; any business overlaps with Generac or Meko—no conflicts disclosed to date .
Insider trades and Form 4 activity: No Form 4 filings or insider trades for Zarcone at WillScot are disclosed in the proxy; beneficial ownership is 0 shares as of March 31, 2025 .