Pay Versus Performance

In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive Compensation Actually Paid ("CAP”) (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. See “Executive Compensation and Other Information” in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.


									Year-end value of $100 invested on 12/31/2019 in:
Year	Summary Compensation Table Total for Joseph Hanna $		Compensation Actually Paid to Joseph Hanna(1)(2)(3) $		Average Summary Compensation Table Total for Non-CEO NEOs(4) $		Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3)(4) $		MGRC $		S&P 500 Industrials Index $		Net Income (in millions) $		Pre-Tax Income (in millions) $
2022		3,121,167		4,871,184		1,029,825		1,480,971		138.60		126.96		115.1		154.3
2021		3,261,680		4,386,308		969,855		1,277,750		110.16		157.53		89.7		123.8
2020		2,668,399		1,108,518		857,107		360,892		90.05		123.17		102.0		132.0

(1)

Deductions from, and additions to, total compensation in the "Summary Compensation Table" by year to calculate CAP include:


	2022						2021						2020
	Joseph Hanna			Average Non-CEO NEOs			Joseph Hanna			Average Non-CEO NEOs			Joseph Hanna			Average Non-CEO NEOs
Total Compensation from Summary Compensation Table	$	3,121,167			1,029,825			3,261,680			969,855			2,668,399			857,107

Adjustments for Pension
Adjustment Summary Compensation Table Pension	$	-		$	-		$	-		$	-		$	-		$	-
Amount added for current year service cost	$	-		$	-		$	-		$	-		$	-		$	-
Amount added for prior service cost impacting current year	$	-		$	-		$	-		$	-		$	-		$	-
Total Adjustments for Pension	$	-		$	-		$	-		$	-		$	-		$	-

Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	$	(1,350,376	)	$	(357,501	)	$	(1,875,010	)	$	(372,718	)	$	(1,249,594	)	$	(292,346	)
Year-end fair value of unvested awards granted in the current year	$	2,010,297		$	560,930		$	1,930,574		$	383,763		$	983,149		$	230,010
Year-over-year difference of year-end fair values for	$	1,064,726		$	241,977		$	540,759		$	163,405		$	(838,949	)	$	(267,784	)
unvested awards granted in prior years
Fair values at vest date for awards granted and vested in current year	$	-		$	-		$	-		$	-		$	-		$	-
Difference in fair values between prior year-end fair values and vest	$	25,370		$	5,739		$	528,305		$	133,445		$	(454,488	)	$	(166,095	)
date fair values for awards granted in prior years
Forfeitures during current year equal to prior year-end fair value	$	-		$	-		$	-		$	-		$	-		$	-
Dividends or dividend equivalents not otherwise included in total	$	-		$	-		$	-		$	-		$	-		$	-
compensation
Total Adjustments for Equity Awards	$	1,750,017		$	451,146		$	1,124,628		$	307,895		$	(1,559,881	)	$	(496,215	)

Compensation Actually Paid (as calculated)	$	4,871,184		$	1,480,971		$	4,386,308		$	1,277,750		$	1,108,518		$	360,892

(2)

The following summarizes the valuation assumptions used for stock appreciation rights (SARs) included as part of CAP:

•

Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/FYE date.

•

Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price.

•

Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date.

•

Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits.

•

Represents annual dividend yield on each vest/FYE date.

(3)

Assumptions used in the valuation of equity awards for purposes of calculating CAP were materially the same as at grant date, except for adjusting for expected performance of RSUs at each measurement date.

(4)

Non-CEO NEOs reflect the average "Summary Compensation Table" total compensation and average CAP for the following executives by year:

2022: Pratt, Keith; Hawkins, Philip; Craft, Melodie; Van Trease, Kristina

2021: Pratt, Keith; Hawkins, Philip; Lieffrig, John; Craft, Melodie

2020: Pratt, Keith; Hawkins, Philip; Craft, Melodie; Van Trease, Kristina