Jeff Sagansky
WillScot HoldingsAbout Jeff Sagansky
Independent director since 2017 (age 73), Sagansky is a Harvard University graduate and seasoned media and capital markets executive; he has held senior leadership roles at Paxson Communications, Sony Pictures, CBS Entertainment, and TriStar Pictures, and led SPACs including Diamond Platinum Eagle and Platinum Eagle through major transactions (e.g., DraftKings/SBTech) . He serves on WillScot’s Compensation Committee and Nominating & Corporate Governance Committee; the Board affirms his independence under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paxson Communications | Senior leadership roles | Not disclosed | Media/operations leadership experience |
| Sony Pictures | Senior leadership roles | Not disclosed | Strategy/operations in entertainment |
| CBS Entertainment | Senior leadership roles | Not disclosed | Executive leadership in public-company settings |
| TriStar Pictures | Senior leadership roles | Not disclosed | M&A and capital markets exposure |
External Roles
| Organization | Role | Tenure | Status | Committees/Impact |
|---|---|---|---|---|
| Bold Eagle Acquisition Corp. | Director | Not disclosed | Current | SPAC/Capital markets expertise |
| Sharecare, Inc. | Director | Not disclosed | Former | Health tech board experience |
| Screaming Eagle Acquisition Corp. | Director | Not disclosed | Former | SPAC governance |
| Target Hospitality Corp. | Director | Not disclosed | Former | Public company board service |
| Falcon Capital Acquisition Corp. | Director | Not disclosed | Former | SPAC governance |
| Diamond Eagle Acquisition Corp. | Director | Not disclosed | Former | SPAC leadership; prior transactions |
| Platinum Eagle Acquisition Corp. | Chairman & CEO | Not disclosed | Former | Led SPAC; public market transactions |
| Global Eagle Entertainment Inc. | Director | Not disclosed | Former | Public company board experience |
Board Governance
- Committee assignments: Sagansky serves on the Compensation Committee and the Nominating & Corporate Governance Committee . In 2024, Rebecca Owen was appointed Compensation Committee Chair, replacing Sagansky; he remained a member .
- Independence: Board affirmatively determined Sagansky is independent under Nasdaq/SEC and the Company’s Corporate Governance Guidelines .
- Attendance and engagement: In 2024, the Board had 8 meetings with 95% attendance; Audit Committee 4 meetings/100% attendance; Compensation Committee 4 meetings/95%; Nominating & Corporate Governance Committee 4 meetings/95% . In 2023, each then-current director attended 100% of Board and committee meetings except two directors who did not stand for re-election (Sagansky was not among exceptions) .
- Executive sessions: Independent directors meet in closed executive sessions without management .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $108,500 | $93,500 |
| Stock Awards ($) | $150,000 | $150,000 |
| Total ($) | $258,500 | $243,500 |
| Unvested Restricted Shares at Year-End (count) | 3,523 (as of 12/31/2023) | 3,927 (as of 12/31/2024) |
Program structure (2024): All other non-executive directors receive $80,000 cash and $150,000 restricted stock (one-year vesting); committee stipends are $7,500 (Compensation Committee member) and $6,000 (Nominating & Corporate Governance member), matching Sagansky’s $93,500 total cash fees .
Performance Compensation
| Feature | Design Detail | Notes |
|---|---|---|
| Award type | Restricted stock (non-employee director) | Annual grant; equity retainers vest after 12 months |
| Grant timing | First half of fiscal year; discretionary mid-year possible | Committee does not consider MNPI in timing; no award timing manipulation |
| Vesting | One-year vesting; 12-month retention pre-vesting | Retain equity grants for 12 months before vesting |
| Hedging/pledging | Prohibited for directors | No margin accounts or pledges except if approved by Board |
| Performance metrics | None disclosed for director equity | Director awards are time-based, not tied to metrics |
| Ownership guidelines | 5x cash retainer target; compliance by 11/1/2028 | All non-employee directors either met or are within period |
| Clawback | Compensation Recoupment Policy aligned with SEC/stock exchange rules | Applies to covered officers; time-based equity can be reduced/cancelled for prohibited conduct |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock Relevance |
|---|---|---|---|
| Bold Eagle Acquisition Corp. | Director | Current | SPAC exposure; no WSC related-party transactions disclosed |
| Sharecare, Inc. | Director | Former | No WSC related-party transactions disclosed |
| Screaming Eagle Acquisition Corp. | Director | Former | No WSC related-party transactions disclosed |
| Target Hospitality Corp. | Director | Former | No WSC related-party transactions disclosed |
| Falcon Capital Acquisition Corp. | Director | Former | No WSC related-party transactions disclosed |
| Diamond Eagle Acquisition Corp. | Director | Former | No WSC related-party transactions disclosed |
| Platinum Eagle Acquisition Corp. | Chairman & CEO | Former | SPAC leadership; no WSC related-party transactions disclosed |
| Global Eagle Entertainment Inc. | Director | Former | No WSC related-party transactions disclosed |
The Board’s independence review explicitly considers contractual arrangements between WSC and companies where directors also serve; no related-party transactions or pledges involving Sagansky are disclosed .
Expertise & Qualifications
- M&A and capital markets experience; senior executive roles across major media companies; prior public board service; investor/finance skills; risk oversight/cybersecurity awareness per Board skills matrix .
- Board views his growth-company leadership and capital markets background as enabling meaningful guidance to WSC .
- Independent director status confirmed annually .
Equity Ownership
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 2,495,905 | 2,429,832 |
| Ownership (%) | 1.3% | 1.3% |
| Unvested restricted shares (as of Dec 31 prior year) | 3,523 (12/31/2023) | 3,927 (12/31/2024) |
| Shares pledged as collateral | None disclosed for directors | None disclosed for directors |
| Director ownership guideline status | Directors met or within compliance period | Directors met or within compliance period |
Compensation Committee Analysis
- Leadership and refresh: Sagansky served as Compensation Committee Chair in 2023; Rebecca Owen became Chair in 2024, with Sagansky remaining a member, indicating planned refresh and continuity .
- Independent consultant: In 2024, the Committee engaged Pay Governance to benchmark director compensation; findings led to retainer adjustments, maintaining at-risk equity alignment .
- Clawback/recoupment: Company maintains a recoupment policy compliant with SEC and exchange rules; authorizes recovery of incentive/time-based equity for restatements or prohibited conduct causing reputational/financial harm .
Governance Assessment
- Strengths: Independence affirmed, high attendance environment and executive sessions; meaningful personal stake (~1.3% ownership); hedging/pledging prohibited; director ownership guidelines (5x cash retainer) with compliance expected by 11/1/2028; no related-party transactions or pledges disclosed .
- Pay alignment: Director pay mixes cash and time-based equity ($150k RS with one-year vest); Sagansky’s 2024 cash fees ($93.5k) reflect base retainer plus committee member stipends, supporting governance work without excessive guaranteed pay .
- Watch items: Extensive external/SPAC involvement implies time demands; Board’s 2024-2025 refresh (new Chair, elimination of Lead Independent Director as Jackman becomes Chair) shifts dynamics—monitor committee effectiveness and investor engagement continuity .
- Investor engagement: Board members (including committee leaders) directly engaged with investors in 2023–2024; >3,100 interactions with ~750 investors representing >90% of shares, supporting accountability .