Gerard Holthaus
WillScot HoldingsAbout Gerard E. Holthaus
Independent director since 2017 (age 75), currently Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee, and served as Lead Independent Director at WillScot Holdings; designated an “Audit Committee Financial Expert.” He previously served as Non‑Executive Chair of WillScot prior to the Mobile Mini merger and holds a degree from Loyola University Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WillScot Holdings (pre-Mobile Mini merger) | Non‑Executive Chair | Not disclosed | Board leadership prior to merger |
| Algeco Scotsman Global S.à.r.l. | Non‑Executive Chairman (former) | Not disclosed | Industry leadership experience |
| NESCO Holdings | Director (former) | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| FTI Consulting, Inc. | Non‑Executive Chairman | Current | Only current public company board listed for Holthaus |
| Baltimore Life Companies | Non‑Executive Chairman | Current | Private company; governance role outside WSC |
Board Governance
- Independence: Board affirmatively determined Holthaus is independent under Nasdaq and SEC standards .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee; Audit Committee Financial Expert designation .
- Attendance: In 2024, Board met 8 times; each director attended at least 95% of Board and committee meetings on which they served . Board-wide attendance metrics: Board 95%, Audit 100%, Compensation 95%, N&CGC 95% .
- Lead Independent Director: Holthaus served as Lead Independent Director; role will be eliminated following the 2025 Annual Meeting concurrent with appointment of a non‑executive independent Chair (Worthing Jackman) .
- Executive sessions: Independent directors hold closed sessions without management; committee meetings open to all directors for materials/review .
- Majority voting: Directors elected by majority of votes cast in uncontested elections, with mandatory resignation letter if not elected .
Fixed Compensation
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| 2024 Fees Earned (Cash) | $130,000 | Includes Lead Independent Director cash retainer plus committee stipends | |
| 2024 Stock Awards (Restricted Stock) | $150,000 | One-year vest; directors must retain equity for 12 months before vest | |
| 2024 Total | $280,000 | — | |
| Standard Director Cash Retainer (non‑exec directors) | $80,000 | Annual | |
| Lead Independent Director Cash Retainer | $105,000 | Annual | |
| Lead Independent Director Stock Retainer | $150,000 | One-year vest | |
| Committee Chair/Member Stipends – N&CGC | $15,000 / $6,000 | Annual cash | |
| Committee Chair/Member Stipends – Audit | $30,000 / $10,000 | Annual cash |
Holthaus’s cash total of $130,000 is consistent with the Lead Independent Director cash retainer ($105,000) plus N&CGC chair stipend ($15,000) and Audit committee member stipend ($10,000) .
Performance Compensation
- WSC does not disclose performance-based compensation for directors; equity grants are time‑based restricted stock with one‑year vesting, no meeting fees, and no options .
Other Directorships & Interlocks
| Person | External Public Board | Role | Interlock Note |
|---|---|---|---|
| Gerard E. Holthaus | FTI Consulting, Inc. | Non‑Executive Chairman | — |
| Mark S. Bartlett (WSC Director) | FTI Consulting, Inc. | Director; Audit Committee member | WSC board interlock with Holthaus at FTI |
- No related-party transactions involving directors are disclosed; Audit Committee reviews insider/affiliate transactions per charter .
Expertise & Qualifications
- Skill matrix tags Holthaus with leadership, finance and accounting, investor, industry and operations, risk oversight/cybersecurity, customer service, prior public board experience, human capital, legal and corporate governance, independence, and sustainability .
- Audit Committee Financial Expert designation reflects education/experience .
- Education: Loyola University Maryland .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Restricted Shares (Director Compensation) | Pledged/Hedged |
|---|---|---|---|---|
| Gerard E. Holthaus | 411,221 | <1% | 3,927 | No pledges disclosed; hedging/pledging prohibited absent board approval |
- Director stock ownership guidelines: Target ownership of 5x cash portion of annual retainer; expected compliance by the later of 5 years from appointment or November 1, 2028; as of proxy date, all non‑employee directors either met targets or are on track within prescribed period .
Governance Assessment
- Strengths: Independent status; chairing N&CGC enhances oversight of board composition, succession, and governance; designated audit financial expert; strong attendance; meaningful ownership aligning interests; director equity retention requirements and hedging/pledging prohibitions support alignment .
- Pay practices: Director pay mix balanced between cash and time‑based equity; no meeting fees; independent compensation consultant (Pay Governance) for executive/director program; company prohibits compensation tax gross‑ups, underwater option repricing, and hedging/pledging, and uses double‑trigger equity vesting on change-of-control .
- Shareholder signals: Recent say‑on‑pay support at 96.82% suggests broad investor approval of compensation governance, though focused on NEOs .
- Board leadership transition: Elimination of Lead Independent Director role concurrent with non‑executive independent Chair appointment improves independent board leadership clarity; Holthaus’s LID responsibility likely concludes post‑meeting .
- Potential red flags: Interlock at FTI with fellow WSC director Mark Bartlett raises information-flow/network overlap; no direct conflict disclosed but warrants monitoring for independence in overlapping board contexts . No pledging or related‑party transactions disclosed; compliance policies and Audit Committee oversight mitigate conflicts .
Overall, Holthaus presents as a seasoned independent director with deep industry and governance credentials, strong committee leadership, high attendance, and aligned ownership; limited observable conflict risk, with an FTI interlock noted for monitoring .