Michael Upchurch - Director | WillScot Holdings (WSC) Executive Profile & Compensation

About Michael W. Upchurch

Independent director at WillScot Holdings (WSC), age 64, serving on the Board since 2020 after joining Mobile Mini’s board in 2019. Former EVP & CFO of Kansas City Southern (KCS) prior to retiring in April 2023; earlier roles at Sprint and Price Waterhouse. Certified Public Accountant with a B.S. in Business Administration from Kansas State University. The Board highlights his 35 years of public company leadership and deep finance/operations expertise, including large M&A execution and regulatory integration experience .

Past Roles

Organization	Role	Tenure	Committees/Impact
Kansas City Southern (NYSE: KSU)	EVP & Chief Financial Officer	Oct 2008 – Apr 2023	Led finance for rail operations across U.S., Mexico, Panama; guided large M&A and regulatory/integration regimes .
Sprint	Senior Vice President – Financial Operations	Not disclosed	Senior finance leadership; preceded KCS tenure .
Price Waterhouse	Accountant	Not disclosed	Early-career public accounting; CPA credential .

External Roles

Organization	Role	Tenure	Notes
Mobile Mini, Inc.	Director	Feb 2019 – Jul 2020 (merger)	Continued as WSC director post-merger .

Board Governance

Committee memberships (current): Audit Committee; Nominating & Corporate Governance Committee .
Audit Committee Financial Expert: Upchurch designated by the Board as an audit committee financial expert .
Independence: Board affirmatively determined Upchurch is independent under Nasdaq/SEC standards .
Attendance: In 2024, each then-current director attended at least 95% of Board and committee meetings; Board held 8 meetings; Audit 4; Compensation 4; N&CGC 4 .
Board leadership: Non-executive independent Chair; Board plans to eliminate Lead Independent Director and appoint Worthing Jackman as independent Chair following the 2025 meeting .
Executive sessions: Independent directors hold closed (executive) sessions without management .
Risk oversight: Audit Committee oversees risk management including cybersecurity, disclosure controls, insider/affiliated transactions; Board aggregates strategic risk; uses outside cybersecurity advisors .

Fixed Compensation (Non‑Employee Director)

Component	Amount	Notes
Annual cash retainer	$80,000	Standard cash retainer for non‑executive directors (2024) .
Audit Committee stipend (member)	$10,000	Member stipend (Chair $30,000) .
Nominating & Corporate Governance stipend (member)	$6,000	Member stipend (Chair $15,000) .
Total cash fees paid (2024)	$96,000	Sum of retainer + committee stipends (reported for Upchurch) .

Equity Component	Grant Value	Grant Structure	Vesting
Restricted Stock (annual)	$150,000	Annual director grant; must be retained for 12 months before vesting	One-year vest; June 2024 grant resulted in 3,927 unvested shares at 12/31/2024 .

2024 Non‑Employee Director Total Compensation (Upchurch): Fees $96,000; Stock Awards $150,000; Total $246,000 .
Equity retention rule: Non‑employee directors must retain equity grants for 12 months prior to vesting .

Performance Compensation

Directors do not have performance‑based cash or equity tied to financial/ESG metrics; equity is time‑based restricted stock only, with 12‑month retain‑to‑vest requirement .

Metric	Weight	Threshold	Target	Maximum	Payout (Director)
Performance‑based metrics	—	N/A	N/A	N/A	Not applicable to directors (time‑based RS only) .

Other Directorships & Interlocks

Company	Board/Role	Committee Roles	Interlocks/Conflict Notes
Mobile Mini, Inc. (prior)	Director	Not disclosed	No disclosed interlocks with competitors/suppliers/customers of WSC; no related‑party transactions cited for Upchurch .

Expertise & Qualifications

Finance/accounting leadership (15 years as CFO), audit literacy; designated Audit Committee Financial Expert .
Public company governance; large‑scale M&A execution and regulatory integration .
Operations and strategic planning across industrial/logistics sectors .

Equity Ownership

Item	Quantity/Value	Notes
Total beneficial ownership	40,468 shares	As of Mar 31, 2025; includes unvested restricted shares .
Ownership as % of outstanding	~0.022%	40,468 / 183,109,208 shares outstanding as of Mar 31, 2025 .
Unvested restricted shares	3,927	June 2024 director grant, unvested at 12/31/2024 .
Vested shares (approx.)	36,541	Beneficial minus unvested; aligns with prior ownership disclosures .
Options (exercisable/unexercisable)	None disclosed for director	Not listed for Upchurch in beneficial ownership/comp tables .
Pledging/Hedging	Prohibited	Company policy prohibits hedging/monetization; pledging prohibited absent Board approval; no shares pledged by directors/execs per beneficial ownership section .
Director stock ownership guideline	5x cash retainer	Compliance deadline is later of 5 years or Nov 1, 2028; all non‑employee directors either met or are within allowed period .

Governance Assessment

Board effectiveness: Upchurch serves on Audit and N&CGC; designated Audit Committee Financial Expert—positive for financial oversight and disclosure quality .
Independence and attendance: Independent with Board‑level attendance at or above 95%—supports engagement and governance quality .
Compensation alignment: Director pay mix is balanced (cash + time‑based equity); mandatory one‑year hold before vesting strengthens alignment, with ownership guidelines set at 5x retainer .
Related‑party safeguards: Audit Committee oversees insider/affiliated transactions; no pledging by directors; hedging prohibited—reduces conflict risk and misalignment .
Shareholder signals: Say‑on‑pay support at 96.82% in 2024 indicates strong investor confidence in compensation governance (contextual governance indicator) .
Structural changes: Transition to independent Chair and elimination of Lead Independent Director post‑2025 aims to streamline oversight; continuity through strong committee structure .

RED FLAGS: None disclosed specific to Upchurch. No related‑party transactions, pledging, or attendance shortfalls cited .