Natalia Johnson
WillScot HoldingsAbout Natalia N. Johnson
Natalia N. Johnson, age 47, is an independent director of WillScot Holdings Corporation (WSC) since August 2023. She is Chief Administrative Officer at Public Storage (PSA) (since August 2020) and previously served as PSA’s Chief Human Resources Officer (2016–2020), overseeing cybersecurity, technology, transformation, human capital, data science, customer care, safety and security, and corporate strategy. Earlier, she spent 13 years at Bank of America culminating as SVP, Chief Operating Officer – Mortgage Technology, and held management roles at Coca-Cola and San Cristóbal Insurance in Argentina; she holds a BBA from Universidad Católica de Córdoba, Argentina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Storage (NYSE: PSA) | Chief Administrative Officer | Aug 2020–present | Leads cybersecurity, technology, transformation, human capital, data science, customer care, safety/security, corporate strategy |
| Public Storage (NYSE: PSA) | Chief Human Resources Officer | Jul 2016–Aug 2020 | Led HR across a large public company; strategic oversight |
| Bank of America | SVP, Chief Operating Officer – Mortgage Technology (prior roles over 13 years) | ~2003–2016 (13 years) | Operational leadership in mortgage technology |
| Coca-Cola; San Cristóbal Insurance (Argentina) | Management roles | Early career | Foundational operations and management experience |
External Roles
| Company/Institution | Role | Public Company Directorships |
|---|---|---|
| Public Storage (NYSE: PSA) | Chief Administrative Officer | None (no other current public company boards) |
Board Governance
- Independence: The Board affirmatively determined Johnson is an “independent director” under Nasdaq and WSC Corporate Governance Guidelines .
- Committee assignments (as of Dec 31, 2024): Audit Committee (member); Compensation Committee (member); not a chair .
- Audit Committee financial expert designation: Not listed; the Board designated Bartlett, Holthaus, Jackman, Upchurch as “audit committee financial experts” .
- Attendance and engagement: In 2024, the Board met 8 times and each director attended at least 95% of Board and applicable committee meetings; committee meeting attendance rates were Audit 100%, Compensation 95%, Nominating & Corporate Governance 95% .
- Governance practices: Prohibition on hedging/pledging company stock; director stock ownership guidelines set at 5× cash retainer with compliance due by Nov 1, 2028; WSC states all non-employee directors either have met or are on track to meet guidelines within the period .
- Clawback: Compensation Committee administers the Company’s Compensation Recoupment Policy; WSC notes a recoupment policy exceeding SEC regulations .
Fixed Compensation
| Metric (USD) | FY 2024 |
|---|---|
| Annual cash retainer (non-exec director) | $80,000 |
| Audit Committee member stipend | $10,000 |
| Compensation Committee member stipend | $7,500 |
| Meeting fees | None (no meeting fees) |
| Fees earned in cash (reported) | $97,500 |
| Restricted stock grant (grant-date fair value) | $150,000 (one-year vesting) |
| Total reported director compensation | $247,500 |
| Unvested restricted shares outstanding at 12/31/2024 (count) | 3,927 |
Notes:
- Director compensation reviewed biennially by independent consultant Pay Governance; 2024 package positioned near peer norms (retainer previously below peer median) .
Performance Compensation
| Element | Vesting/Structure | Performance Metrics | Options/PSUs |
|---|---|---|---|
| Restricted Stock (Director equity) | One-year vesting; grants must be held for 12 months until vest | None disclosed for non-employee director equity; director equity is time-based, not performance-based | No stock options or PSUs disclosed for directors |
Other Directorships & Interlocks
| Person | Other public company boards | Interlock detail |
|---|---|---|
| Natalia N. Johnson | None | Executive at Public Storage (PSA) |
| Rebecca L. Owen (WSC director) | Public Storage (PSA) | Owen sits on PSA’s board; Johnson is PSA executive, creating a network interlock between two WSC directors and PSA |
- Independence safeguards: The Board’s independence assessment considered contractual arrangements/payments between WSC and companies where directors also serve; Audit Committee oversees insider/affiliated person transactions .
- Disclosure: No related-party transactions involving Johnson are disclosed in the proxy; Audit Committee reviews and approves such transactions .
Expertise & Qualifications
- Digital/technology transformation, cybersecurity, human capital, data science, operational strategy expertise from PSA CAO role .
- Skills matrix indicates Johnson contributes in leadership, finance/accounting literacy, technology, risk oversight/cybersecurity, customer service, ESG/sustainability, legal/corporate governance, and human capital management; independent status affirmed .
- Education: BBA, Universidad Católica de Córdoba, Argentina .
Equity Ownership
| Ownership item | Value |
|---|---|
| Beneficial ownership (shares) | 7,390 shares (as of March 31, 2025) |
| Ownership as % of outstanding | Less than 1% (183,109,208 shares outstanding) |
| Unvested restricted shares (director capacity) | 3,927 (as of Dec 31, 2024) |
| Shares pledged as collateral | None to WSC’s knowledge for directors/NEOs; prohibition policy in place |
| Hedging/pledging policy | Hedging/monetization prohibited; pledging prohibited absent Board approval |
| Director stock ownership guidelines | 5× cash portion of annual retainer; compliance due by Nov 1, 2028; directors either met or can meet within period |
Governance Assessment
- Committee effectiveness: Johnson’s dual role on Audit and Compensation aligns with her risk/cyber, finance literacy, and human capital background, supporting oversight of financial reporting, internal controls, ERM, and pay-for-performance frameworks .
- Independence and attendance: Independent status affirmed; ≥95% attendance in 2024 alongside strong committee attendance rates, supporting board effectiveness and investor confidence .
- Ownership alignment: Beneficial ownership is modest in absolute terms, but WSC requires directors to reach 5× cash retainer by Nov 1, 2028 and prohibits hedging/pledging; issuer states directors are on track/compliant within the window, reducing misalignment risk .
- Compensation governance: Director pay is straightforward (cash retainer + time-based restricted stock), with no performance metrics or options, and independent consultant input; absence of director option repricing, hedging, or tax gross-ups aligns with shareholder-friendly policies .
- Interlock risk: Potential information-flow/conflict risk via Public Storage due to Johnson’s executive role and Owen’s PSA directorship; WSC’s board independence review and Audit Committee oversight of related-party/affiliated transactions mitigate risk; no transactions disclosed .
- Shareholder support signals: Say-on-pay support in 2024 was 96.82%, indicative of investor alignment with compensation frameworks (company-wide signal, not director-specific) .
RED FLAGS: None disclosed regarding Johnson’s attendance, independence, pledging/hedging, or related-party transactions. The PSA interlock (Johnson as executive; Owen as director) warrants ongoing monitoring by Audit/Nominating committees for potential conflicts should commercial interactions arise .