WillScot to Nominate Dominick Zarcone as New Independent Director

Rhea-AI Summary

WillScot Holdings (Nasdaq: WSC) announced significant changes to its Board of Directors. The Board unanimously nominated Dominick (Nick) Zarcone for election at the 2025 Annual Meeting, marking the fourth new independent director addition in three years.

Current Chairman Erik Olsson will retire following his five-year tenure, with Worthing Jackman appointed as the new non-executive, independent Chairman. CEO Brad Soultz highlighted Zarcone's public company executive leadership and finance expertise as valuable additions to the Board.

The company recently outlined growth strategies at their investor day, projecting free cash flow of $4 to $6 per share in the next three to five years through margin expansion and operational enhancements. TOMS Capital Investment Management (TCIM), a significant shareholder, expressed confidence in WillScot's industry leadership and future direction.

Positive

• Board refreshment strengthens corporate governance with fourth new independent director in three years
• Projected free cash flow target of $4-$6 per share in 3-5 years
• Strong support from major shareholder TOMS Capital Investment Management
• Multiple growth levers identified for margin expansion

Negative

• None.

Current Chairman Erik Olsson to Retire at 2025 Annual Meeting Following Five-Year Tenure

Worthing Jackman to Be Appointed Non-Executive, Independent Chairman of Board

PHOENIX, March 24, 2025 (GLOBE NEWSWIRE) -- WillScot Holdings Corporation (“WillScot” or the “Company”) (Nasdaq: WSC), a leader in innovative temporary space solutions, today announced that, as part of its ongoing board refreshment efforts, the WillScot Board of Directors (the “Board”) has unanimously approved the nomination of Dominick (Nick) Zarcone to stand for election to the Board at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

Brad Soultz, CEO of WillScot, commented, “We look forward to welcoming Nick to our Board. Nick’s unanimous nomination by the Board is the culmination of a thorough search process supported by an independent search firm, and he will be the fourth new independent director added to the Board in the past three years. Nick brings significant public company executive leadership, finance and corporate governance expertise to an already distinguished Board. We are excited to benefit from his perspectives and experience as we continue to leverage the Company’s strong free cash flow and deliver value for our shareholders.”

The Board has also unanimously determined that Worthing Jackman will assume the role of non-executive, independent Chairman to succeed Erik Olsson, who will be retiring from the Board following the Annual Meeting.

Mr. Olsson commented, “Following a successful, five-year tenure as Chairman of the WillScot Board, I am excited to pass the baton to Worthing. I have had the opportunity to work closely with Worthing since we appointed him to the Board, and I am confident he is the ideal leader for WillScot as we continue to drive profitable growth and enhance value for our stakeholders. It has been an incredible honor to lead the WillScot Board, and I am proud of all that we accomplished together. I look forward to following WillScot’s continued success in the years ahead.”

“On behalf of the Board of Directors, I want to thank Erik for his years of important contributions to the WillScot Board,” continued Mr. Soultz. “Erik’s business insight and deep industry experience have been extraordinarily valuable for WillScot, and we wish him the best as he retires from the Board. We are thrilled to have a strong, proven leader like Worthing step into the role of Chairman. Since joining the Board, he has made a meaningful impact, and we will continue to benefit from his experience and leadership as we execute our strategy to unlock shareholder value. Finally, I would like to thank our shareholders – including TOMS Capital Investment Management (TCIM) – for their support and feedback over the last several months leading up to our recent investor day. We have laid out a portfolio of growth levers along with sales and operations enhancements that we believe will continue to expand margins and provide multiple pathways to achieving free cash flow of $4 to $6 per share in the next three to five years. As we continue to advance the Company’s strategy, we remain open to all avenues to create shareholder value and committed to ongoing Board evolution.”

Benjamin Pass, Co-Founder and Chief Investment Officer of TCIM, added, “I want to thank Brad and the WillScot directors for their willingness to engage constructively over the past months and to act based on shareholder feedback. We invested in WillScot because of its differentiated leadership in the industry and we are confident in its path forward.”

About Dominick (Nick) Zarcone

Mr. Zarcone most recently served as President & CEO of LKQ Corporation (NASDAQ: LKQ), a leading distributor of alternative and specialty parts to repair and accessorize automobiles and other vehicles, a position he held from June 2017 to June 2024. He previously served as its Executive Vice President and Chief Financial Officer from March 2015 to May 2017. Prior to joining LKQ, Mr. Zarcone held various leadership positions at Baird Financial Group, a capital markets and wealth management company, and certain of its affiliates, including most recently as the Managing Director and Chief Financial Officer from April 2011 to March 2015, as well as the Treasurer of Baird Funds, Inc. Between February 1995 and April 2011, he was a Managing Director of the Investment Banking department of Robert W. Baird & Company, Inc. From February 1986 to February 1995, he was with the investment banking department of Kidder, Peabody & Co., most recently as Senior Vice President. He holds a B.S. in Finance from the University of Illinois at Urbana-Champaign and an M.B.A. from the University of Chicago.

An experienced public company board director, Mr. Zarcone also serves as a member of the board of Generac Holdings, Inc. (NYSE: GNRC) and as Chairman of Meko AB (ST: MEKO). From May 2017 until May 2025, he served as a member of the board of LKQ Corporation.

About Worthing Jackman

Mr. Jackman recently served as CEO and a Director of Waste Connections (NYSE/TSX: WCN), one of the largest integrated solid waste services companies in the United States and Canada, from July 2019 until April 2023, and as President from July 2018 to April 2023. He previously served as its Executive Vice President – Chief Financial Officer from September 2004 until July 2018 and as VP – Finance and Investor Relations from April 2003 until August 2004. From 1991 until April 2003, Mr. Jackman held various investment banking positions with Alex. Brown & Sons, now Deutsche Bank Securities, Inc., including most recently as a Managing Director within the Global Industrial and Environmental Services Group. Mr. Jackman has served as a Director of Quanta Services (NYSE: PWR), a leading provider of specialized infrastructure solutions to the utility, renewable energy, technology, communications, pipeline, and energy industries since May 2005.

Mr. Jackman has diversified leadership experience in businesses that share important characteristics with WillScot. He is a Qualified Financial Expert and currently serves on our Audit Committee. He holds a B.S. degree in Finance from Syracuse University and an M.B.A. from the Harvard Business School.

About WillScot

Listed on the Nasdaq stock exchange under the ticker symbol “WSC,” WillScot is the premier provider of highly innovative and turnkey space solutions in North America. The Company’s comprehensive range of products includes modular office complexes, mobile offices, classrooms, temporary restrooms, portable storage containers, protective buildings and climate-controlled units, and clearspan structures, as well as a curated selection of furnishings, appliances, and other supplementary services, ensuring turnkey solutions for its customers. Headquartered in Phoenix, Arizona, and operating from a network of approximately 260 branch locations and additional drop lots across the United States, Canada, and Mexico, WillScot’s business services are essential for diverse customer segments spanning all sectors of the economy.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. The words “estimates,” “expects,” “anticipates,” “believes,” “forecasts,” “plans,” “intends,” “may,” “will,” “should,” “shall,” “outlook,” “guidance,” “see,” “have confidence” and variations of these words and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other important factors, many of which are outside our control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Although the Company believes that these forward-looking statements are based on reasonable assumptions, they are predictions and we can give no assurance that any such forward-looking statement will materialize. Any forward-looking statement speaks only at the date on which it is made, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact Information

Investor inquiries:
Charlie Wohlhuter
investors@willscot.com

Media inquiries:
Juliana Welling
Juliana.Welling@willscot.com

FAQ

When will Erik Olsson retire as WillScot (WSC) Chairman?

Erik Olsson will retire from the WillScot Board following the 2025 Annual Meeting of Stockholders after serving as Chairman for five years.

Who is the new Chairman appointed at WillScot (WSC)?

Worthing Jackman has been appointed as the new non-executive, independent Chairman of WillScot's Board.

What is WillScot's (WSC) projected free cash flow target?

WillScot aims to achieve free cash flow of $4 to $6 per share in the next three to five years.

How many new independent directors has WillScot (WSC) added recently?

WillScot has added four new independent directors to the Board in the past three years, including the nomination of Dominick Zarcone.