Erika Davis
WillScot HoldingsAbout Erika Davis
Erika T. Davis (age 61) is an independent director of WillScot Holdings Corporation (WSC) since 2022. She serves as Executive Vice President & Chief Human Resources Officer at Performance Food Group (since July 2019) following a 26-year career at Owens & Minor in senior leadership roles (Chief Administrative Officer, Corporate Chief of Staff, SVP Administration & Operations and HR). She holds a BA from the University of Richmond and a Master in Public Administration from the University of North Carolina at Chapel Hill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Performance Food Group | Executive Vice President & Chief Human Resources Officer | July 2019–present | Human capital leadership, M&A integration, technology and customer-facing support |
| Owens & Minor | Various senior leadership roles including Chief Administrative Officer, Corporate Chief of Staff, SVP Administration & Operations and HR | 26-year career; nearly 20 years in senior leadership | Large-scale operations and HR leadership in global healthcare services |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 years) | None |
| Other affiliations | Senior executive at Performance Food Group; no WSC-related related-party transactions disclosed |
Board Governance
- Independence: The Board affirmatively determined Ms. Davis is independent under Nasdaq and SEC standards .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member (appointed October 2024) .
- Chair roles: None (Compensation Committee chaired by Rebecca L. Owen; N&CGC chaired by Gerard E. Holthaus) .
- Attendance: In 2024, each then-current director attended at least 95% of Board and committee meetings; Compensation and N&CGC held 4 meetings each with 95% attendance .
| Governance Item | Status/Detail |
|---|---|
| Director since | 2022 |
| Independence | Independent |
| Committees | Compensation; Nominating & Corporate Governance |
| 2024 Board meetings | 8; full Board attendance 95% |
| 2024 committee meetings (Comp; N&CGC) | 4 each; attendance 95% |
| Executive sessions | Independent directors meet in closed sessions without management |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Non-executive director annual cash retainer | 80,000 | Standard cash retainer |
| Compensation Committee member cash stipend | 7,500 | Member fee |
| Nominating & Corporate Governance Committee member cash stipend | 6,000 | Member fee |
| Meeting fees | — | None |
| Total cash fees earned (2024) | 93,500 | Per director compensation table |
Performance Compensation
| Grant Year | Grant/Transaction Date | Instrument | Shares Granted (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | 2024-06-07 | Restricted Stock | 3,927 | 150,000 | One-year vesting |
| 2025 | 2025-06-06 | Restricted Stock | 5,384 | — | One-year vesting (director program) |
Notes:
- Director equity is delivered as restricted stock with one-year vesting; no PSUs or option awards disclosed for directors .
- WSC prohibits paying dividends on unvested time-based awards; dividend equivalents accrue but vest with the underlying award .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlocks |
|---|---|---|---|
| None | — | — | No other public company directorships reported |
Expertise & Qualifications
- Human capital management, leadership, risk oversight/cybersecurity, customer service, sustainability; independence confirmed .
- Education: BA (University of Richmond), MPA (UNC Chapel Hill) .
- Industry/operations and digital/technology transformation experience from large public companies .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (Common Stock) | 13,763 shares | As of March 31, 2025; includes 3,927 unvested restricted shares |
| Unvested restricted shares outstanding | 3,927 | As of December 31, 2024 (annual grant) |
| Shares outstanding (for % calc) | 183,109,208 | As of March 31, 2025 |
| Ownership guidelines | 5x cash portion of standard annual retainer; compliance expected by 5th anniversary or by November 1, 2028 | As of Proxy date, all non-employee directors either met target or are within the compliance window |
| Hedging/pledging | Prohibited for directors; holding in margin accounts or pledging requires Board approval | Policy prohibits hedging/monetization; pledging not permitted without approval |
| Shares pledged | None to Company’s knowledge | Beneficial ownership footnote indicates no pledging |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-06-10 | 2025-06-06 | Award (A) | 5,384 | 19,147 | https://www.sec.gov/Archives/edgar/data/1647088/000089706925001080/0000897069-25-001080-index.htm |
| 2024-06-11 | 2024-06-07 | Award (A) | 3,927 | 13,763 | https://www.sec.gov/Archives/edgar/data/1647088/000164708824000108/0001647088-24-000108-index.htm |
Governance Assessment
- Board effectiveness and engagement: Ms. Davis strengthens WSC’s board through deep human capital and large-company operational expertise, aligning with the Board’s skills matrix focus areas . She was added to N&CGC in October 2024, reinforcing governance oversight during a period of Board refreshment .
- Independence and attendance: Independent, with at least 95% meeting attendance in 2024—supportive of strong oversight and investor confidence .
- Compensation alignment: Director pay balances cash and equity; 2024 mix was $93,500 cash and $150,000 restricted stock, with one-year vesting and stock ownership guidelines at 5x cash retainer—positive alignment with shareholders .
- Conflicts and related-party exposure: No related-party transactions or pledging disclosed; hedging/monetization prohibited—no conflict red flags identified for Ms. Davis .
- Broader governance signals: The Compensation Committee (of which she is a member) uses independent consultant Pay Governance and reported no advisor conflicts; 2024 say-on-pay received 96.82% approval, indicating strong shareholder support for compensation governance .
RED FLAGS: None identified specific to Ms. Davis (no attendance issues, no related-party transactions, no pledging/hedging). Continuous monitoring warranted for any future outside board roles or transactions that could create interlocks with WSC customers/suppliers .