Worthing Jackman
WillScot HoldingsAbout Worthing Jackman
Worthing Jackman (age 60) is Executive Chair at WillScot Holdings (WSC) and previously served as CEO, President and CFO of Waste Connections. He holds an MBA from Harvard Business School and a BS in Finance from Syracuse University, and has served on Quanta Services’ board since 2005 (Audit Committee Chair) . Company context: WSC generated $2.396B revenue, $1.063B Adjusted EBITDA and $553.9M Adjusted Free Cash Flow in 2024; Adjusted EBITDA margin was 44.4% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Waste Connections | CEO & Director | Jul 2019 – Apr 2023 | Led large-scale, capital-efficient growth across North America; prior CFO and investor relations driving capital markets credibility |
| Waste Connections | President | Jul 2018 – Apr 2023 | Operational leadership of integrated solid waste services platform |
| Waste Connections | CFO | Sep 2004 – Jul 2018 | Long-tenured finance leadership; disciplined capital allocation |
| Waste Connections | VP – Finance & IR | Apr 2003 – Aug 2004 | Built investor relations and finance function |
| Alex. Brown (now Deutsche Bank) | Managing Director, Industrial & Environmental Services | 1991 – Apr 2003 | M&A and capital markets expertise in industrial services |
External Roles
| Organization | Role | Years | Committee/position |
|---|---|---|---|
| Quanta Services (NYSE: PWR) | Director | 2005–present | Audit Committee Chair; Compensation Committee member |
| WSC | Audit Committee member | Oct 2024–Sep 2025 | Appointed to Audit Committee upon joining WSC board |
Fixed Compensation
| Component | Amount | Terms | Notes |
|---|---|---|---|
| Executive Chair base salary | $300,000 per year | At‑will employment; term 9/4/2025–12/31/2027 | Offer letter; reimbursed travel/housing while performing services; Phoenix HQ |
| STIP eligibility (Exec Chair) | Not eligible | Unless Board determines otherwise | |
| 2024 Director cash retainer | $0 in 2024 (partial year); $60,000 paid in 2025 | Partial year cash retainer for 2024 service payable in 2025 | |
| 2024 Director stock award | $150,000 | One‑year vesting; unvested at 12/31/2024 |
Performance Compensation
| Incentive | Grant value / Shares | Metric | Weighting | Vesting | Notes |
|---|---|---|---|---|---|
| One‑time PSUs (Exec Chair) | $1,600,000 | Performance goals set by Compensation Committee | Not disclosed | 3‑year performance, cliff vest | Grant in Q1 2026 alongside other senior awards |
| One‑time RSUs (Exec Chair) | $1,200,000 | Service | Not applicable | 50% on 1st and 2nd anniversaries | Accelerated vesting if Executive Chair role ends but remains on Board (except “cause”) |
| Stock options (Exec Chair) | 120,000 options | Service | Not applicable | 50% on 1st and 2nd anniversaries | Accelerated vesting on certain terminations (except “cause”) |
| 2024 Director RSU retainer | 4,014 shares unvested at YE | Service | Not applicable | One‑year vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (WSC) | 4,014 shares at 12/31/2024 (unvested director retainer) |
| % of shares outstanding | Company reported 183,109,208 shares outstanding at 3/31/2025; Jackman’s holdings are de minimis |
| Vested vs unvested | Director retainer unvested at 12/31/2024 |
| Hedging/pledging | Company prohibits hedging and pledging by directors and NEOs (unless Board approved); no pledges reported for Jackman |
| Ownership guidelines | Directors must hold 5x cash retainer within 5 years of appointment; compliance tracked by Board |
Employment Terms
| Term / Clause | Detail |
|---|---|
| Employment term | Start 9/4/2025; End 12/31/2027 (at‑will) |
| Role | Executive Chair; reports to Board; provides strategic oversight, supports CEO transition, leads Board processes |
| Location | Phoenix HQ; reimbursement for travel and related expenses while performing services |
| Non‑compete / Non‑solicit | 24 months post‑employment; restrictions on competing in WSC markets and soliciting clients/employees |
| Severance / Acceleration | If terminated before End Date (not for “cause”), equity awards vest or continue vesting per letter; “cause” excludes acceleration |
| STIP | Not eligible absent Board determination |
| Clawback | Covered by company compensation recoupment policy |
Board Governance
- Board service history: Appointed Oct 2024; Audit Committee member; Board determined he would become non‑executive independent Chairman following 2025 meeting . On March 23, 2025, Board voted to appoint him Chairman effective post‑meeting, contingent on reelection . On Sep 4, 2025, role elevated to Executive Chair (employee) and Jeff Sagansky named Lead Independent Director .
- Committee roles: Audit Committee member as director; deemed Audit Committee Financial Expert (with others) .
- Independence: Initially independent director; elevation to Executive Chair introduces dual-role considerations (board leader + employee), mitigated by reinstatement of Lead Independent Director .
- Board attendance (2024): Board 95%; Audit 100%; Compensation 95%; N&CG 95% .
- Director compensation (2024): All other non-executive directors $80,000 cash and $150,000 stock; Chair $150,000 cash and $185,000 stock; Jackman $150,000 stock and $0 cash in 2024 (partial year) with $60,000 cash paid in 2025 .
Compensation Structure vs Performance Metrics
- Executive Chair awards are primarily long-dated equity (PSUs, RSUs, options) rather than annual cash bonus (no STIP), aligning with multi-year outcomes and strategic execution .
- Company-wide PSU metrics for NEOs are typically relative TSR vs S&P MidCap 400 over 3 years; Jackman’s PSU metric is set by the Committee (not disclosed in offer letter) .
- WSC’s say‑on‑pay support was 96.82% in 2024, indicating investor approval of pay‑for‑performance design .
Vesting Schedules and Insider Selling Pressure
- Exec Chair RSUs and options vest 50% on each of first and second anniversaries post-grant, creating potential liquidity events in 2026 and 2027 .
- PSUs vest after a 3‑year performance period (Q1 2029 for 2026 grant), contingent on performance .
- WSC Form 4 filed on Sep 4, 2025 reflected equity grants associated with Executive Chair appointment (grant details filed with SEC) .
- External trading signal: Jackman sold 6,349 Quanta Services shares on Nov 5, 2025 at a weighted average price of $450.45 (and gifted 800), retaining 2,730 shares and 11,048 RSUs at Quanta; public Form 4 filed Nov 7, 2025 .
Equity Ownership & Contract Protections
- Change-of-control: Company equity plan provides “double trigger” acceleration for NEOs; Exec Chair offer letter specifies accelerated vesting of awards on certain terminations (except “cause”); broader clawback policy applies .
- No tax gross‑ups on golden parachute excise tax as a company practice .
- Prohibitions: Hedging and pledging prohibited; insider transactions overseen by Audit Committee .
Performance & Track Record (WSC context)
- 2024 results: Revenue $2,395.7M; Adjusted EBITDA $1,063.2M; Adjusted Free Cash Flow $553.9M; EBITDA margin 44.4% .
- 2023 results: Revenue $2,364.8M; Adjusted EBITDA $1,061.5M; Adjusted Free Cash Flow $576.6M .
- As Executive Chair (Q3 2025), Jackman emphasized conservative guidance, margin expansion (45%+ target), and a multi‑year network optimization plan (real estate footprint reduction, fleet disposal acceleration) to improve operating leverage and reduce cost growth .
Director Compensation (for 2024)
| Director | Cash ($) | Stock ($) | Total ($) |
|---|---|---|---|
| Worthing Jackman | 0 (partial year; $60,000 paid in 2025) | 150,000 | 150,000 |
| Non‑Executive Chair (Olsson) | 150,000 | 185,000 | 335,000 |
| Other Non‑Executive Directors | 80,000 | 150,000 | 230,000–280,000 (per director) |
WSC Financial Context (to anchor pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($MM) | 2,364.8 | 2,395.7 |
| Adjusted EBITDA ($MM) | 1,061.5 | 1,063.2 |
| Adjusted Free Cash Flow ($MM) | 576.6 | 553.9 |
| Adjusted EBITDA Margin (%) | 44.9% | 44.4% |
Compensation Peer Group (2024 program reference)
Peer set included Waste Connections, United Rentals, Cintas, Clean Harbors, Iron Mountain, Extra Space Storage, Americold, GATX, GFL Environmental, Republic Services, Stericycle, UniFirst, Lamar Advertising, CubeSmart, Triton, Herc Holdings .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 96.82% .
- Company reports extensive investor engagement (3,100+ interactions since 2022) and board refreshment; strong director alignment via shareholdings .
Compensation Committee & Governance Practices
- Independent compensation consultant: Pay Governance (no conflicts) .
- Clawback/recoupment: policy exceeds SEC requirements; applies to cash and equity .
- Prohibition on hedging/pledging; robust stock ownership guidelines for directors and executives .
Investment Implications
- Alignment: Executive Chair compensation is predominantly equity (one‑time PSUs/RSUs/options) with multi‑year vesting and performance contingency, indicating long‑term alignment and retention through 2027–2029. Near‑term selling pressure could arise from RSU/option vesting in 2026–2027; PSU outcomes hinge on 3‑year performance .
- Governance: Elevation to Executive Chair adds a dual role risk (board leader + employee). Reinstatement of Lead Independent Director mitigates independence concerns, but investors should monitor committee independence and oversight quality .
- Execution: Jackman’s industrial services and capital markets background supports WSC’s optimization and guidance discipline. Network optimization (fleet/real estate) and margin targets (>45%) are potential catalysts; delivery against conservative guidance could rebuild credibility and reduce estimate volatility .
- Risk flags: Dual-role governance risk; macro headwinds in storage and non‑residential construction; PSU metric not disclosed in offer letter; monitor insider filings for grant and vesting events (e.g., WSC Form 4 on Sept 4, 2025) . External liquidity events at Quanta (PWR) are unrelated to WSC but show willingness to monetize holdings .
Citations:
Additional SEC filings referenced:
- WSC Form 4 (Sep 4, 2025): equity grants associated with Executive Chair appointment
- Quanta Services (PWR) Form 4 (Nov 7, 2025): share sale by Jackman