Stock-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based CompensationPrior to the Merger, stock awards were granted under the WillScot Corporation 2017 Incentive Award Plan (the "2017 Incentive Plan"), which included Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs"). On June 24, 2020, WillScot's stockholders approved the WillScot Mobile Mini 2020 Incentive Award Plan ("2020 Incentive Plan") to take effect pending completion of the Merger. The plan amended and restated in its entirety the 2017 Incentive Plan. As a result, all historical and future incentive awards to the Company's Board of Directors, executive officers and employees, as determined by the Company's Compensation Committee ("the Comp Committee"), are granted under the 2020 Incentive Plan. The 2020 Incentive Plan is administered by the Comp Committee. Under the 2020 Incentive Plan, the Comp Committee may grant an aggregate of 6,488,988 shares of Common Stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, RSAs, RSUs, performance compensation awards and stock bonus awards. Stock-based payments, including the grant of stock options, RSAs and RSUs, are subject to service-based vesting requirements, and expense is recognized on a straight-line basis over the vesting period. Forfeitures are accounted for as they occur.

Stock-based compensation expense includes grants of stock options, time-based RSUs ("Time-Based RSUs") and performance-based RSUs ("Performance-Based RSUs", together with Time-Based RSUs, the "RSUs"). The 2020 Incentive Plan continues the former Market-Based RSUs renamed as "Performance-Based RSUs." RSUs are recognized in the financial statements based on their fair value. In addition, stock-based payments to non-executive directors include grants of RSAs. Time-Based RSUs and RSAs are valued based on the intrinsic value of the difference between the exercise price, if any, of the award and the fair market value of WillScot Mobile Mini's Common Stock on the grant date. Performance-Based RSUs are valued based on a Monte Carlo simulation model to reflect the impact of the Performance-Based RSUs market condition. The probability of satisfying a market condition is considered in the estimation of the grant-date fair value for Performance-Based RSUs and the compensation cost is not reversed if the market condition is not achieved, provided the requisite service has been provided.

Restricted Stock Awards

The following table summarizes the Company's RSA activity as of June 30,:


	2021			2020
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31,	57,448	$	11.75	52,755	$	14.69
Granted	44,708	29.30		65,959	11.75
Forfeited	(4,266)	29.30		—	—
Vested	(57,448)	11.75		(52,755)	14.69
Balance June 30,	40,442	$	29.30	65,959	$	11.75

Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.1 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively. Compensation expense for RSAs recognized in SG&A on the condensed consolidated statements of operations was $0.3 million and $0.5 million for the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021, there was $1.1 million of unrecognized compensation cost related to RSAs that is expected to be recognized over the remaining weighted average vesting period of 1.0 years.

Time-Based RSUs

The following table summarizes the Company's Time-Based RSU activity as of June 30,:


	2021			2020
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31,	1,125,766	$	13.44	1,065,305	$	12.78
Granted	405,505	27.20		174,020	16.78
Forfeited	(65,153)	16.74		(15,106)	13.45
Vested	(147,592)	12.90		(323,678)	12.93
Balance June 30,	1,318,526	$	17.57	900,541	$	13.49

Compensation expense for Time-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.4 million and $1.2 million for the three months ended June 30, 2021 and 2020, respectively. Compensation expense for RSUs recognized in SG&A on the condensed consolidated statements of operations was $4.3 million and $2.2 million for the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021, unrecognized compensation cost related to Time-Based RSUs totaled $17.4 million and is expected to be recognized over the remaining weighted average vesting period of 2.6 years.

Included in restructuring costs for the three and six months ended June 30, 2021 was expense of approximately $3.5 million and $4.8 million, respectively, recognized as a result of the modification of certain RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

Performance-Based RSUs

The following table summarizes the Company's Performance-Based RSU award activity as of June 30,:


	2021			2020
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Balance December 31,	593,388	$	14.88	288,281	$	13.22
Granted	397,981	39.10		202,923	16.82
Forfeited	(20,077)	25.87		(12,700)	14.70

Balance June 30,	971,292	$	24.56	478,504	$	14.71

Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $2.0 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively. Compensation expense for Performance-Based RSUs recognized in SG&A on the condensed consolidated statements of operations was $3.1 million and $0.9 million for the six months ended June 30, 2021 and 2020, respectively. At June 30, 2021, unrecognized compensation cost related to Performance-Based RSUs totaled $16.3 million and is expected to be recognized over the remaining vesting period of 1.9 years.

Included in restructuring costs for the three and six months ended June 30, 2021 was expense of approximately $0.8 million and $1.0 million, respectively, recognized as a result of the modification of certain Performance-Based RSUs associated with the Transition, Separation and Release Agreement entered into on February 25, 2021 with the Company's President and Chief Operating Officer.

Performance-Based RSUs cliff vest based on achievement of the relative total stockholder return ("TSR") of the Company's Common Stock as compared to the TSR of the constituents in an index at the grant date over the performance period of three years.

For 2021 grants, the TSR of the Company's Common Stock is compared to the TSR of the constituents in the S&P 400 Index. The target number of RSUs may be adjusted from 0% to 200% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 200% (for performance above the 85% percentile).

For grants in 2020 and prior, the TSR of the Company's Common Stock is compared to the TSR of constituents in the Russell 3000 Index. The target number of RSUs may be adjusted from 0% to 150% based on the TSR attainment levels defined by the Company's Compensation Committee. The 100% target payout is tied to performance at the 50% percentile, with a payout curve ranging from 0% (for performance less than the 25% percentile) to 150% (for performance at or above the 75% percentile).

Stock Options

The following table summarizes the Company's stock option activity as of June 30, 2021:


	WillScot Options	Weighted-Average Exercise Price per Share		Converted Mobile Mini Options	Weighted-Average Exercise Price per Share
Balance December 31 , 2020	534,188	$	13.60	2,031,455	$	14.78
Forfeited	—	—		(6,240)	12.19
Exercised	—	—		(373,132)	15.77
Balance June 30, 2021	534,188	$	13.60	1,652,083	$	14.57

Fully vested and exercisable options, June 30, 2021	400,641	$	13.60	1,652,083	$	14.57

The following table summarizes the Company's stock option activity as of June 30, 2020:


	WillScot Options	Weighted-Average Exercise Price per Share
Balance, December 31, 2019	534,188	$	13.60


Balance, June 30, 2020	534,188	$	13.60

Fully vested and exercisable options, December 31, 2019	133,547	$	13.60
Vested	133,547	13.60
Fully vested and exercisable options, June 30, 2020	267,094	$	13.60

WillScot Options

Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.2 million for each of the three months ended June 30, 2021 and 2020. Compensation expense for stock option awards, recognized in SG&A on the condensed consolidated statements of operations, was $0.4 million for each of the six months ended June 30, 2021 and 2020. At June 30, 2021, unrecognized compensation cost related to stock option awards totaled $0.5 million and is expected to be recognized over the remaining vesting period of 0.7 years.