Mark Bartlett
WillScot HoldingsAbout Mark S. Bartlett
Independent director of WillScot Holdings since 2017; age 74. Retired Ernst & Young LLP partner (career-long tenure), Certified Public Accountant, and designated Audit Committee Financial Expert. Current external roles include Lead Independent Director at Zurn Elkay Water Solutions Corp., director and Audit Committee member at FTI Consulting, Inc., and director, Audit Committee Chair and member of the Executive Compensation and Management Development Committee at T. Rowe Price Group, Inc. Education: West Virginia University (CPA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WillScot Holdings (WSC) | Independent Director | Director since 2017 | Audit Committee Chair; Compensation Committee member; Audit Committee Financial Expert |
External Roles
| Organization | Role | Committee/Function | Notes |
|---|---|---|---|
| Zurn Elkay Water Solutions Corp. | Lead Independent Director | Board | Current public company board service |
| FTI Consulting, Inc. | Director | Audit Committee member | Current public company board service |
| T. Rowe Price Group, Inc. | Director | Audit Committee Chair; Executive Compensation & Management Development Committee member | Current public company board service |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Affirmatively determined independent by the Board under Nasdaq/SEC rules .
- Audit Committee Financial Expert designation (SEC definition) .
- Attendance and engagement:
- Full Board held 8 meetings in 2024; each director attended at least 95% of Board and committee meetings .
- Committee meeting cadence and attendance: Audit (4 meetings; 100% attendance), Compensation (4; 95%), Nominating & Corporate Governance (4; 95%) .
- Executive sessions: Independent directors meet in closed sessions without management .
- Audit Committee responsibilities include oversight of financial reporting, risk, cybersecurity, and review/approval of insider and affiliated person transactions; Bartlett signed the 2025 Audit Committee Report as Chair .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 117,500 | 150,000 | 267,500 |
Director fee structure (2024):
- Standard non-executive director cash retainer $80,000; restricted stock $150,000 (one-year vesting) .
- Committee stipends: Audit Chair $30,000 / member $10,000; Compensation Chair $22,500 / member $7,500; Nominating & Corporate Governance Chair $15,000 / member $6,000 .
- Bartlett’s cash total matches Audit Chair ($30,000) + standard retainer ($80,000) + Compensation Committee member ($7,500) = $117,500 .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024-06-07 | Restricted Stock | 3,927 [insider-trades] | 150,000 (ASC 718) | 1-year vesting | Annual director equity grant; must retain for 12 months prior to vesting |
- 2025 Form 4 indicates an additional restricted stock award of 5,384 shares on 2025-06-06; post-transaction holdings 155,388 shares (fair value not disclosed in proxy) [insider-trades].
- Director equity is time-based (no performance metrics); directors are subject to stock ownership guidelines and retention requirements .
Other Directorships & Interlocks
| External Company | WSC Directors with Overlap | Interlock Detail |
|---|---|---|
| FTI Consulting, Inc. | Mark S. Bartlett; Gerard E. Holthaus | Bartlett is a director (Audit Committee member); Holthaus is Non-Executive Chairman of FTI Consulting |
| T. Rowe Price Group, Inc. | Mark S. Bartlett | Audit Committee Chair and director |
| Zurn Elkay Water Solutions Corp. | Mark S. Bartlett | Lead Independent Director |
- Notable linkage: FTI Consulting performed calculations related to WSC’s 2021 performance-based RSU attainment for executives, while Bartlett and Holthaus serve on FTI’s board — a potential perceived conflict requiring Audit/Compensation Committee oversight and robust independence controls .
Expertise & Qualifications
- Deep finance, accounting, and risk oversight; CPA and former EY partner .
- Audit Committee Financial Expert; extensive public company board experience (audit chair, lead independent roles) .
- Skills matrix flags finance/accounting, investor oversight, legal/governance, cybersecurity/risk .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of 2025-03-31) | 150,004 shares |
| Shares outstanding (as of 2025-03-31) | 183,109,208 |
| Ownership % (computed) | ≈0.082% (150,004 ÷ 183,109,208) |
| Unvested restricted shares (12/31/2024) | 3,927 |
| Post-2025 grant holdings | 155,388 shares (after 5,384 share award on 2025-06-06) [insider-trades] |
| Pledging/Hedging | Prohibited by policy; no pledges reported for directors |
| Director ownership guidelines | 5x cash portion of standard annual retainer; compliance required by 11/01/2028 or 5 years from appointment |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Holdings | SEC URL |
|---|---|---|---|---|---|
| 2025-06-10 | 2025-06-06 | A – Award (Restricted Stock) | 5,384 | 155,388 | https://www.sec.gov/Archives/edgar/data/1647088/000089706925001084/0000897069-25-001084-index.htm |
| 2024-06-11 | 2024-06-07 | A – Award (Restricted Stock) | 3,927 | 150,004 | https://www.sec.gov/Archives/edgar/data/1647088/000164708824000112/0001647088-24-000112-index.htm |
| [insider-trades] |
Governance Assessment
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Strengths
- Independent director with robust financial expertise; Audit Committee Chair and SEC-designated financial expert .
- High engagement and attendance; Board indicates each director at least 95% attendance in 2024; Audit Committee 100% attendance .
- Ownership alignment via meaningful shareholdings, one-year equity retention, and stringent director stock ownership guidelines; hedging/pledging prohibited .
- Board’s say-on-pay support 96.82% in 2024, signaling investor confidence in compensation governance .
-
Potential Conflicts / RED FLAGS to monitor
- FTI Consulting interlock: Bartlett (FTI director) and Holthaus (FTI Non-Executive Chairman) while WSC’s Compensation Committee noted FTI Consulting performed calculations for executive PSUs (stock price attainment) — raises perceived independence risk; should ensure formal conflict vetting and committee oversight when engaging entities tied to directors .
- Multiple external board commitments (three current public boards) can elevate time-commitment/overboarding considerations depending on WSC policy and evolving best practices .
-
Additional safeguards
- Audit Committee charter assigns review/approval of insider and affiliated person transactions; cybersecurity and risk oversight integrated at committee level .
- Majority voting standard and annual Board/committee self-evaluations (with third-party reviews) enhance governance quality .