Rebecca Owen
WillScot HoldingsAbout Rebecca L. Owen
Rebecca L. Owen (age 63) is an independent director of WillScot Holdings (WSC) since 2021. She is Chairman and founder of Battery Reef, LLC, and previously held senior roles at Clark Enterprises including President & Chief Investment Officer of CEI Realty and Chief Legal Officer. She holds a JD from the University of Chicago Law School, a BA in Economics from Hamilton College, and is certified in Cybersecurity Oversight (Carnegie Mellon) and ESG Oversight (Global Competent Boards) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clark Enterprises, Inc. (incl. CEI Realty, Inc.) | President & Chief Investment Officer (CEI Realty); Chief Legal Officer (Clark Enterprises) | — | Senior leadership across real estate investing and legal |
| Battery Reef, LLC | Chairman and Founder | — | Founded and leads commercial real estate investment/management firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Storage (NYSE: PSA) | Director | Current | Brings storage/real estate domain expertise to WSC |
| Carr Properties (private REIT) | Board member | Current | Private board service in office/residential |
| The Feil Organization (private) | Board member | Current | Private board service in commercial real estate |
| ASB Capital Management, LLC | Real Estate Investment Advisory Committee member | Current | Investment advisory oversight |
| Jernigan Capital, Inc. (former) | Director (former) | Prior | Former public board in storage real estate |
| Columbia Equity Trust, Inc. (former) | Director (former) | Prior | Former public REIT board |
Board Governance
- Committee assignments and roles:
- Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee (N&CGC) .
- Appointment as Compensation Committee Chair occurred in 2024 (succeeded Jeff Sagansky) .
- Independence and attendance:
- Board has affirmatively determined Owen is independent under Nasdaq and SEC standards .
- 2024 meeting attendance: Board 95%, Audit 100%, Compensation 95%, N&CGC 95% across directors; each director attended at least 95% of meetings of the Board and their committees in 2024 .
- Engagement and executive sessions:
- Independent directors hold executive sessions without management; all committee meetings are open to all directors for participation (voting limited to members) .
- Committee composition and charters:
- All standing committees are composed entirely of independent directors; charters reviewed annually and posted online .
- Risk oversight linkage:
- Board relies on outside cybersecurity consultants; note Owen’s Cybersecurity Oversight certification specifically cited in risk oversight context .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-executive director cash retainer |
| Compensation Committee Chair fee | $22,500 | Chair stipend |
| N&CGC member fee | $6,000 | Committee membership stipend |
| Total cash paid (matches proxy table) | $108,500 | As disclosed for Owen in 2024 director comp table |
Performance Compensation (Equity) – Structure and 2024 Grants
| Equity Element | Grant Value | Shares/Status | Vesting / Holding | Notes |
|---|---|---|---|---|
| Annual restricted stock award (RS) | $150,000 | 3,927 unvested shares outstanding as of 12/31/2024 | One-year vest; directors must retain equity for 12 months before vest | Value and shares for Owen disclosed; standard equity retainer $150,000 |
| Director equity holding requirement | — | — | Must hold until vest and meet ownership guidelines | Equity retention policy and 12-month hold |
Performance- and governance-linked indicators overseen by Owen as Compensation Committee Chair:
- Say-on-Pay support in 2024 proxy season: 96.82% approval, indicating broad investor alignment with compensation program .
- Independent compensation consultant (Pay Governance) retained by the committee; no conflicts of interest identified .
- Compensation Recoupment (Clawback) Policy compliant with SEC/Exchange rules; Compensation Committee administers the policy .
Other Directorships & Interlocks
| Entity | Type | Owen’s Role | Interlock/Note |
|---|---|---|---|
| Public Storage (PSA) | Public company | Director | WSC director Natalia N. Johnson is Public Storage’s Chief Administrative Officer, creating a governance network link between WSC and PSA; WSC’s Board considered such cross-relationships in independence determinations . |
Expertise & Qualifications
- Deep sector knowledge in storage, real estate, construction, and adjacent markets; prior legal and investment leadership roles .
- Cybersecurity Oversight certification (Carnegie Mellon) and ESG Oversight certification (Global Competent Boards) .
- Public company board experience (current PSA; prior Jernigan Capital and Columbia Equity Trust) .
- Skills matrix flags strengths in leadership, strategy, finance/governance, investor perspective, and cybersecurity risk oversight .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 35,074 | As of 3/31/2025; includes 3,927 unvested RS shares per director program |
| Ownership as % of outstanding | ~0.02% | 35,074 / 183,109,208 shares outstanding as of 3/31/2025 |
| Unvested restricted shares | 3,927 | Unvested director RS as of 12/31/2024 (also referenced in beneficial ownership footnote) |
| Pledged shares | None noted | Proxy states “to our knowledge, no shares…have been pledged as security” for directors/NEOs/nominee |
| Director ownership guideline | 5x cash retainer | Compliance by later of fifth anniversary of appointment or Nov 1, 2028; company discloses all non-employee directors have met or remain within allowed period |
Governance Assessment
-
Strengths
- Independent director with relevant domain expertise in storage/real estate and risk/cyber oversight; certified in cybersecurity and ESG oversight .
- Chairs an all-independent Compensation Committee; committee uses an independent consultant with no conflicts and administers a compliant clawback policy .
- High investor support for compensation program (96.82% Say-on-Pay) under her committee’s remit, a positive signal for alignment and board effectiveness .
- Strong attendance culture (≥95% for each director; Board and committees met frequently in 2024) and regular executive sessions strengthen independence and oversight .
- Hedging/pledging prohibited; no pledging noted in beneficial ownership; director ownership guidelines reinforce alignment .
-
Watch items
- Network linkage with Public Storage (Owen as PSA director; WSC director Johnson is PSA CAO). While the Board’s independence review considered cross-company ties, investors may monitor for any business dealings between WSC and PSA that could create related-party optics in the future .
-
No specific related-party transactions involving Owen are identified in the proxy; independence was reaffirmed after consideration of ownership positions and inter-company roles .
Appendix: Board and Committee Snapshot (for context)
| Body | Members | Independent Members | 2024 Meetings | Attendance |
|---|---|---|---|---|
| Full Board | 10 | 90% | 8 | 95% |
| Audit Committee | 5 | 100% | 4 | 100% |
| Compensation Committee | 5 | 100% | 4 | 95% |
| N&CGC | 5 | 100% | 4 | 95% |
| All independent directors; committee composition and charters reviewed annually . |