Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses MGRC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named MGRC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joseph Hanna | $875,000 | $0 | $4,301,228 | $0 | $1,118,862 | $0 | $224,543 | $6,519,633 |
| Former President and Chief Executive Officer | ||||||||
| Keith Pratt | 540,000 | 0 | 2,350,286 | 0 | 415,108 | 0 | 71,098 | 3,376,492 |
| Executive Vice President, Chief Financial Officer and Assistant Corporate Secretary | ||||||||
| Philip Hawkins | 500,000 | 0 | 801,234 | 0 | 374,872 | 0 | 42,707 | 1,718,813 |
| President and Chief Executive Officer | ||||||||
| Gilda Malek | 455,000 | 0 | 801,234 | 0 | 291,473 | 0 | 26,437 | 1,574,144 |
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||||
| Kristina Van Trease | 380,000 | 0 | 399,346 | 0 | 290,973 | 0 | 35,346 | 1,105,665 |
| Senior Vice President, Chief Strategy Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Joseph Hanna | $6,519,633 | $5,477,843 | $4,771,958 | +1,041,790 |
| Keith Pratt | 3,376,492 | 2,098,310 | 1,739,503 | +1,278,182 |
| Philip Hawkins | 1,718,813 | 1,476,398 | 1,197,943 | +242,415 |
| Gilda Malek | 1,574,144 | 1,228,290 | 947,548 | +345,854 |
| Kristina Van Trease | 1,105,665 | 995,002 | 1,115,000 | +110,663 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Joseph Hanna | PSU | 2025-02-21 | 8,455 | 16,910 | — | 33,820 | $4,301,228 |
| Philip Hawkins | PSU | 2025-02-21 | 1,575 | 3,150 | — | 6,300 | 801,234 |
| Gilda Malek | PSU | 2025-02-21 | 1,575 | 3,150 | — | 6,300 | 801,234 |
| Keith Pratt | PSU | 2025-02-21 | 4,620 | 9,240 | — | 18,480 | 2,350,286 |
| Kristina Van Trease | PSU | 2025-02-21 | 785 | 1,570 | — | 3,140 | 399,345 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Joseph Hanna | $0 | $4,301,228 | $0 | 100.0% |
| Philip Hawkins | 0 | 801,234 | 0 | 100.0% |
| Gilda Malek | 0 | 801,234 | 0 | 100.0% |
| Keith Pratt | 0 | 2,350,286 | 0 | 100.0% |
| Kristina Van Trease | 0 | 399,345 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Joseph Hanna | PSU | 16,910 | — | $1,774,366 |
| Keith Pratt | RSU | 9,240 | — | 969,553 |
| Joseph Hanna | RSU | 17,614 | — | 1,848,237 |
| Joseph Hanna | RSU | 16,910 | — | 1,774,366 |
| Joseph Hanna | PSU | 16,310 | — | 1,711,408 |
| Gilda Malek | RSU | 1,570 | — | 164,740 |
| Keith Pratt | PSU | 9,240 | — | 969,553 |
| Keith Pratt | RSU | 6,141 | — | 644,375 |
| Keith Pratt | PSU | 3,600 | — | 377,748 |
| Joseph Hanna | RSU | 3,197 | — | 335,461 |
| Philip Hawkins | RSU | 3,150 | — | 330,530 |
| Philip Hawkins | PSU | 3,150 | — | 330,530 |
| Gilda Malek | RSU | 3,150 | — | 330,530 |
| Gilda Malek | PSU | 3,150 | — | 330,530 |
| Gilda Malek | PSU | 1,570 | — | 164,740 |
| Philip Hawkins | RSU | 2,667 | — | 279,848 |
| Gilda Malek | RSU | 2,667 | — | 279,848 |
| Philip Hawkins | PSU | 1,970 | — | 206,712 |
| Gilda Malek | RSU | 1,867 | — | 195,904 |
| Gilda Malek | PSU | 1,530 | — | 160,543 |
| Gilda Malek | RSU | 1,431 | — | 150,155 |
| Keith Pratt | RSU | 1,201 | — | 126,021 |
| Philip Hawkins | RSU | 657 | — | 68,939 |
| Gilda Malek | RSU | 511 | — | 53,619 |
The Company's executive compensation program is designed to attract and retain exceptional talent and reward performance by establishing measurable objectives to drive future performance, aligning executive officers' interests with those of shareholders. The program focuses on rewarding the achievement of specific annual, long-term, and strategic goals that contribute to increased long-term shareholder value, with a significant percentage of total compensation allocated to 'at-risk' performance-based incentives.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Semler Brossy |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-03 | 19,503,243 | 392,629 | 285,048 | 96.64% | Passed |
| 2025 | 2025-06-04 | 20,167,710 | 690,472 | 35,715 | 96.52% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-03 | 96.64%a |
| 2025 | 2025-06-04 | 96.52%b |
a. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal and broker "non-votes," if any, will have no effect on this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote against this proposal and broker "non-votes," if any, will have no effect on this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Bradley M. ShusterIndependent · Board Chair · Compensation · Corporate Governance and Nominating | $173,000 | $127,180 | — | — | — | $300,180 |
| Kimberly A. BoxIndependent · Compensation (Chair) · Audit · Corporate Governance and Nominating | 119,000 | 127,180 | — | — | — | 246,180 |
| William J. DawsonIndependent · Audit (Chair) · Compensation | 117,500 | 127,180 | — | — | — | 244,680 |
| Smita ConjeevaramIndependent · Corporate Governance and Nominating (Chair) · Audit | 110,000 | 127,180 | — | — | — | 237,180 |
| Nicolas C. AndersonIndependent · Audit · Compensation · Corporate Governance and Nominating | 102,500 | 127,180 | — | — | — | 229,680 |
| Joseph F. HannaEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $85,000 |
|---|---|
| Annual equity retainer | $130,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 18,500 / 15,000 |
| Stock ownership guideline | $5,000 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $622,000 |
| Equity awards (grant-date value) | $635,900 |
| All other compensation | $0 |
| Total cost of the board | $1,257,900 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Mcgrath Rentcorp names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Mcgrath Rentcorp.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Willis Lease Finance | 2025 | Austin Willis | $850,662 | $14,637,060 | $0 | $0 | $19,209,005 |
| 2 | Kratos Defense & Security Solutions, Inc. | 2025 | Eric DeMarco | 1,000,000 | 8,244,000 | 0 | 1,500,000 | 10,832,739 |
| 3 | Mercury Systems | 2025 | William Ballhaus | 974,115 | 7,553,696 | 0 | 1,669,134 | 10,229,945 |
| 4 | Herc Holding Inc. | 2025 | Lawrence Silber | 1,056,538 | 5,500,037 | 0 | 1,484,000 | 8,289,126 |
| 5 | Enerpac Tool Group Corporation | 2025 | Paul Sternlieb | 929,423 | 4,520,634 | 0 | 951,332 | 6,548,272 |
| 6 | Harmonic, Inc. | 2025 | Nimrod Ben-Natan | 609,000 | 4,927,562 | 0 | 570,000 | 6,163,092 |
| 7 | Badger Meter, Inc. | 2025 | Kenneth Bockhorst | 880,000 | 3,042,144 | 0 | — | 5,932,862 |
| 8 | Cohu, Inc. | 2025 | Luis Müller | 715,000 | 3,508,493 | 0 | 250,345 | 4,498,059 |
| 9 | UniFirst Corporation | 2025 | Steven Sintros | 941,901 | 1,800,207 | 0 | 765,294 | 3,738,214 |
| 10 | Montrose Environmental Group, Inc. | 2025 | Vijay Manthripragada | 950,000 | 0 | 0 | 2,185,000 | 3,149,000 |
| 11 | Mcgrath Rentcorp | 2025 | Philip Hawkins | 500,000 | 801,234 | 0 | 374,872 | 1,718,813 |
| — | Custom Truck One Source, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Air Transport Services Group, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Air Lease Corporation | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Mcgrath Rentcorp | not disclosed | PSU 50 · RSU 50 | not disclosed | Semler Brossy |
| Air Lease Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Air Transport Services Group, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Badger Meter, Inc. | 179.8% | PSU 80 · RSU 20 | No | Willis Towers Watson PLC and Zayla |
| Cohu, Inc. | 31.8% | PSU 60 · RSU 40 | Yes — TSR performance relative to the Russell 2000 Index | Compensia |
| Custom Truck One Source, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Enerpac Tool Group Corporation | 100.7% | PSU 60 · RSU 40 | No | Mercer, LLC |
| Harmonic, Inc. | 95% | RSU 50 · PSU 50 | Yes — Total Stockholder Return (TSR) | Exequity |
| Herc Holding Inc. | 100% | PSU 60 · RSU 40 | No | FW Cook |
| Kratos Defense & Security Solutions, Inc. | not disclosed | RSU 50 · PSU 50 | No | Board Advisory, LLC |
| Mercury Systems | 113.2% | PSU 60 · RSU 40 | No | Meridian Compensation Partners |
| Montrose Environmental Group, Inc. | 200% | RSU 100 | No | Exequity LLP |
| UniFirst Corporation | 81.3% | not disclosed | No | Meridian Compensation Partners |
| Willis Lease Finance | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Joseph Hanna | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation”. As printed: 6,519,633. Filing ↗machine: span 816585–816594 |
| 2 | Section 01, Keith Pratt | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation”. As printed: 3,376,492. Filing ↗machine: span 853406–853415 |
| 3 | Section 01, Philip Hawkins | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation”. As printed: 1,718,813. Filing ↗machine: span 899474–899483 |
| 4 | Section 01, Gilda Malek | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation”. As printed: 1,574,144. Filing ↗machine: span 936419–936428 |
| 5 | Section 01, Kristina Van Trease | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation”. As printed: 1,105,665. Filing ↗machine: span 973246–973255 |
| 6 | Section 03, Joseph Hanna PSU | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Philip Hawkins PSU | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 03, Gilda Malek PSU | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 9 | Section 03, Keith Pratt PSU | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 10 | Section 03, Kristina Van Trease PSU | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 11 | Section 08, Bradley M. Shuster | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Director Compensation”. As printed: 300,180. Filing ↗machine: span 356815–357024 |
| 12 | Section 08, Kimberly A. Box | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Director Compensation”. As printed: 246,180. Filing ↗machine: span 342930–343139 |
| 13 | Section 08, William J. Dawson | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Director Compensation”. As printed: 244,680. Filing ↗machine: span 352186–352395 |
| 14 | Section 08, Smita Conjeevaram | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Director Compensation”. As printed: 237,180. Filing ↗machine: span 347558–347767 |
| 15 | Section 08, Nicolas C. Anderson | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Director Compensation”. As printed: 229,680. Filing ↗machine: span 338304–338513 |
| 16 | Section 08, Joseph F. Hanna | DEF 14A | 2026-04-24 | 0001193125-26-177073 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-06-05 | 0001193125-26-259523 | Item 5.07 · say-on-pay result. As reported: 96.64% (votes for as printed: 19,503,243). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-06-05 | 0001193125-25-135867 | Item 5.07 · say-on-pay result. As reported: 96.52% (votes for as printed: 20,167,710). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 21 | Section 09b board cost (computed) | Computed | — | computed | Cash 622,000 + equity 635,900 + all other 0 = 1,257,900, summed across the director compensation table rows.machine: formula: Σ = 1,257,900 |
| 22 | Willis Lease Finance, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-177136 | CEO total compensation as printed in Willis Lease Finance's own proxy. As printed: 19,209,005. Filing ↗machine: span 692497–692507 |
| 23 | Kratos Defense & Security Solutions, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001069258-26-000040 | CEO total compensation as printed in Kratos Defense & Security Solutions, Inc.'s own proxy. As printed: 10,832,739. Filing ↗machine: span 783149–783159 |
| 24 | Mercury Systems, Section 10b CEO total | DEF 14A | 2025-09-10 | 0001049521-25-000029 | CEO total compensation as printed in Mercury Systems's own proxy. As printed: 10,229,945. Filing ↗machine: t51 · r4 · c26 · span 817842–817852 |
| 25 | Herc Holding Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001364479-26-000076 | CEO total compensation as printed in Herc Holding Inc.'s own proxy. As printed: 8,289,126. Filing ↗machine: r3 · c42 · span 424311–424320 |
| 26 | Enerpac Tool Group Corporation, Section 10b CEO total | DEF 14A | 2025-12-22 | 0001140361-25-046276 | CEO total compensation as printed in Enerpac Tool Group Corporation's own proxy. As printed: 6,548,272. Filing ↗machine: t136 · r2 · c24 · span 758100–758109 |
| 27 | Harmonic, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001140361-26-016701 | CEO total compensation as printed in Harmonic, Inc.'s own proxy. As printed: 6,163,092. Filing ↗machine: t189 · r3 · c19 · span 1385331–1385341 |
| 28 | Badger Meter, Inc., Section 10b CEO total | DEF 14A | 2026-03-13 | 0001193125-26-106185 | CEO total compensation as printed in Badger Meter, Inc.'s own proxy. As printed: 5,932,862. Filing ↗machine: r3 · c18 · span 521750–521759 |
| 29 | Cohu, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001437749-26-010960 | CEO total compensation as printed in Cohu, Inc.'s own proxy. As printed: 4,498,059. Filing ↗machine: r1 · c15 · span 853738–853747 |
| 30 | UniFirst Corporation, Section 10b CEO total | DEF 14A | 2025-11-24 | 0001193125-25-293727 | CEO total compensation as printed in UniFirst Corporation's own proxy. As printed: 3,738,214. Filing ↗ |
| 31 | Montrose Environmental Group, Inc., Section 10b CEO total | DEF 14A | 2026-03-24 | 0001193125-26-121792 | CEO total compensation as printed in Montrose Environmental Group, Inc.'s own proxy. As printed: 3,149,000. Filing ↗machine: r4 · c7 · span 1172434–1172443 |
| 32 | Mcgrath Rentcorp (subject), Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-177073 | CEO total compensation as printed in Mcgrath Rentcorp's own proxy. As printed: 1,718,813. Filing ↗machine: span 899474–899483 |
| 33 | Section 10a, Cohu, Inc. reciprocity | DEF 14A | — | 0001437749-26-010960 | Cohu, Inc.'s most recent proxy was read; its disclosed peer group does not include Mcgrath Rentcorp. Filing ↗ |
| 34 | Section 10a, Harmonic, Inc. reciprocity | DEF 14A | — | 0001140361-26-016701 | Harmonic, Inc.'s most recent proxy was read; its disclosed peer group does not include Mcgrath Rentcorp. Filing ↗ |
| 35 | Section 10a, Montrose Environmental Group, Inc. reciprocity | DEF 14A | — | 0001193125-26-121792 | Montrose Environmental Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Mcgrath Rentcorp. Filing ↗ |
| 36 | Section 10a, Badger Meter, Inc. reciprocity | DEF 14A | — | 0001193125-26-106185 | Badger Meter, Inc.'s most recent proxy was read; its disclosed peer group does not include Mcgrath Rentcorp. Filing ↗ |
| 37 | Section 10a, Mercury Systems reciprocity | DEF 14A | — | 0001049521-25-000029 | Mercury Systems's most recent proxy was read; its disclosed peer group does not include Mcgrath Rentcorp. Filing ↗ |
| 38 | Section 10a, Kratos Defense & Security Solutions, Inc. reciprocity | DEF 14A | — | 0001069258-26-000040 | Kratos Defense & Security Solutions, Inc.'s most recent proxy was read; its disclosed peer group does not include Mcgrath Rentcorp. Filing ↗ |
| 39 | Section 10a, Herc Holding Inc. reciprocity | DEF 14A | — | 0001364479-26-000076 | Herc Holding Inc. names Mcgrath Rentcorp in its own disclosed peer group (read from its most recent proxy). Filing ↗ |