EquipmentShare.com Inc

Historically, the compensation of our Founders, Messrs. Jabbok Schlacks and William J. Schlacks, has been overseen by our Board of Directors. The compensation of our executive officers other than the Founders has been established by Messrs. Jabbok Schlacks and/or William J. Schlacks in their capacities as our Chief Executive Officer and President, except with respect to long-term equity incentive compensation which is also subject to approval by our Board of Directors. As part of our IPO, our Board of Directors formed the Compensation Committee and adopted a written charter for the Compensation Committee that established, among other things, the Compensation Committee’s purpose and its responsibilities with respect to executive compensation. The charter of the Compensation Committee provides that the Compensation Committee shall, among other things, review and approve, or recommend to our Board of Directors, as appropriate, executive officer compensation, and otherwise assist our Board of Directors in its oversight of executive compensation (including by administering our equity incentive plans), reviewing our overall compensation philosophy and executive compensation disclosure.

The Compensation Committee has the sole authority to engage a compensation consultant and approve the compensation consultant’s fees and other terms of the engagement. In connection with our IPO, we engaged an outside compensation consultant, Compensia, Inc. (“Compensia”), to advise the Compensation Committee with respect to certain executive compensation programs, policies and decisions. In March 2026, the Compensation Committee approved the retention of Compensia as the Compensation Committee’s independent compensation consultant to provide advice and analysis with respect to executive compensation and related matters. Compensia serves at the request of, and reports directly to, the Compensation Committee. The Compensation Committee considered the independence of Compensia under Section 10C of the Exchange Act and the Nasdaq rules and concluded that the work performed by Compensia did not raise any conflict of interest. The total amount paid to Compensia in connection with its engagement was less than $120,000 in Fiscal Year 2025.