Christopher Eperjesy
About Christopher Eperjesy
Christopher J. Eperjesy, age 57, has served as Chief Financial Officer of Custom Truck One Source (CTOS) since August 15, 2022; he holds a Bachelor’s in Accounting from the University of Michigan and an MBA from Indiana University, and began his career as a CPA at Coopers & Lybrand . During his tenure, 2024 “pay versus performance” disclosures show Company TSR value (initial $100) of $77.83 (vs. $97.78 in 2023) alongside Adjusted EBITDA of $339.7 million in 2024 (vs. $426.9 million in 2023) and net loss of $(28.7) million (vs. $50.7 million net income in 2023) . In 2024, NEO annual cash bonuses under the STIP paid 0% as Company performance fell below threshold on Adjusted EBITDA and Adjusted Unlevered Free Cash Flow .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Clarios International Inc. | Chief Financial Officer | Aug 2020 – Jun 2022 | Global energy storage (vehicle batteries) . |
| Cooper Tire & Rubber Company | SVP & Chief Financial Officer | Dec 2018 – Aug 2020 | Finance leadership . |
| The IMAGINE Group | Chief Financial Officer | Aug 2017 – Dec 2018 | Finance leadership . |
| Arctic Cat Inc. | Chief Financial Officer | Feb 2015 – Apr 2017 | Finance leadership . |
| Twin Disc Inc. | CFO, VP Finance, Treasurer & Secretary | 13 years (dates not specified) | Power transmission equipment; multi-year finance leadership . |
| Coopers & Lybrand | CPA (early career) | Not disclosed | Public accounting foundation . |
Fixed Compensation
- Employment agreement (Aug 2, 2022) for initial five-year term from Aug 15, 2022; base salary $585,000 and target annual cash bonus 65% of base salary .
- 2024 base salary increased to $600,000 effective Feb 26, 2024 (3% merit increase) .
- 2024 perquisites included $9,470 of 401(k) match and $14,400 vehicle allowance .
Base Salary and Target Bonus
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (year-end rate) | $585,000 (from 8/15/22) | $585,000 | $600,000 (effective 2/26/24) |
| Target Bonus % of Salary | 65% | 65% | 65% |
Summary Compensation (as reported)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $219,375 | $585,000 | $597,116 |
| Bonus (sign-on/other) | $350,000 | — | — |
| Stock Awards (grant-date fair value) | $2,226,150 | $253,463 | $210,600 |
| Non-Equity Incentive Plan | $150,000 | $346,028 | — |
| All Other Compensation | $4,800 | $25,950 | $23,870 |
| Total | $2,950,325 | $1,210,441 | $831,586 |
Performance Compensation
2024 STIP (Annual Bonus) – Metrics, Weighting, Outcome
- Structure: 70% Corporate Adjusted EBITDA; 30% Adjusted Unlevered Free Cash Flow; target bonus 65% of salary for CFO .
- Payout: Thresholds were not met; no 2024 STIP paid to NEOs .
| Metric | Weight | Threshold (50%) | Target (100%) | Maximum (175%) | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 70% | 427.0 | 469.0 | 511.0 | 339.7 | 0% |
| Adjusted Unlevered FCF ($mm) | 30% | 165.0 | 235.0 | 306.0 | 2.2 | 0% |
Notes: On Feb 28, 2024, the Compensation Committee approved the STIP and affirmed the metrics; amounts above are per proxy Annex and CD&A .
LTIP (Equity) – Grants and Vesting
- Company currently uses RSUs and PSUs; does not grant new stock options/SARs .
- 2024 accounting grant for CFO reflects the 2022 LTIP Tranche 2 PSU portion for the 2024 performance year: 33,750 target PSUs; grant-date fair value $210,600 (Feb 28, 2024) .
- RSU vesting schedule (CFO): 2022 RSU Award vests one-fourth on April 1 each year beginning in 2023, subject to continued employment .
- PSU vesting: 2023 PSU awards (for other NEOs) include annual tranches tied to stock-price targets and prior-year EBITDA; 2022 PSUs are referenced to CD&A; change-in-control treatment summarized below .
| 2024 Plan-Based (LTIP) | Grant Date | Type | Target (#) | Grant-Date FV ($) |
|---|---|---|---|---|
| CFO – 2022 LTIP PSU (Tranche 2 portion for FY2024) | 2/28/2024 | PSU | 33,750 | $210,600 |
2024 Stock Vested
| Executive | Shares Vested (2024) | Value Realized (2024) |
|---|---|---|
| Christopher J. Eperjesy (CFO) | 91,868 | $514,110 |
Notes: Vested on Apr 1, 2024 and Dec 31, 2024; values use closing prices on vest dates (or preceding trading day) .
Equity Ownership & Alignment
- Beneficial ownership (as of April 17, 2025): 206,578 shares; less than 1% of 226,475,766 shares outstanding .
- Outstanding unvested awards at Dec 31, 2024: RSUs 180,000 (grant 8/02/22); unearned PSUs 135,000 (grant 8/02/22) .
- Hedging and pledging: Prohibited by Insider Trading Policy (no pledging; no options/shorts/hedges) .
- Stock ownership guidelines: Executives must meet a guideline based on a multiple of base salary by Dec 31, 2026 (or the sixth December 31 after becoming subject) and hold minimum value thereafter .
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Christopher J. Eperjesy (CFO) | 206,578 | <1% | 226,475,766 shares (as of 4/17/2025) |
Outstanding Equity Awards (12/31/2024)
| Award | Grant Date | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| 2022 RSU Award | 8/02/2022 | 180,000 | $865,800 (at $4.81) |
| 2022 PSU Award (unearned) | 8/02/2022 | 135,000 | $649,350 (at $4.81) |
Notes: RSUs vest one-fourth on April 1 annually (CFO beginning 2023); PSUs performance-based; market values use $4.81 (12/31/2024 close) .
Employment Terms
- Employment agreement: Dated Aug 2, 2022; CFO term five years from Aug 15, 2022, auto-renews for successive one-year periods .
- Compensation under agreement: Base salary $585,000; target bonus 65% of base; initial equity award covering 180,000 shares in time- and performance-based RSUs/PSUs (subject to Board approval) .
- Restrictive covenants: 12-month post-termination non-competition and non-solicitation; confidentiality and non-disparagement .
- Severance economics (as of 12/31/2024): One-times base salary payable over 12 months; pro-rated bonus at target for year of termination; 12 months of benefits continuation; change-in-control treatment summarized below .
Severance and Change-in-Control (CFO)
| Scenario | Severance ($) | Annual Incentive Plan ($) | Benefits Continuation ($) | RSU/Equity Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Termination Without Cause or Good Reason (No CIC) | 600,000 | 390,000 | 21,539 | — | 1,011,539 |
| Termination Without Cause or Good Reason (In Connection with CIC) | 600,000 | 390,000 | 21,539 | 865,800 | 1,877,339 |
| Change in Control (No Termination) | — | — | — | 865,800 | 865,800 |
Change-in-control equity treatment: If consideration is all-cash below PSU stock-price targets, PSUs would not vest; if ≥20% non-cash consideration, RSUs may continue on schedule and PSUs can convert to time-based vesting subject to agreement terms; if awards are not assumed/substituted, they vest; additional acceleration if terminated without cause/for good reason within one year post-CIC under certain conditions .
Governance Provisions
- Clawback: Mandatory recovery of erroneously received incentive-based compensation for three years preceding an accounting restatement per NYSE/Dodd-Frank; applies to current and former officers .
- 280G/4999: No excise tax gross-ups; “best net” cutback if it improves after-tax outcome for the executive .
- Options: Company does not currently grant new option-like awards; no option exercises by NEOs in 2024 .
- No defined-benefit pension plan (noted in CAP methodology) .
- Compensation Committee and adviser: Committee members include Georgia Nelson (Chair), David Wolf, and Mary Jackson; Farient advises and participates in risk assessments and provided recommendations referenced in 2024 STIP approval .
Investment Implications
- Pay-for-performance discipline: 2024 STIP paid 0% as EBITDA and FCF missed threshold, signaling cash bonus rigor and reducing short-term selling pressure from cash payouts; however, annual RSU tranches (April 1) and any PSU conversions can create predictable vesting events that may lead to Form 4 activity around those dates .
- Alignment and risk controls: Material unvested equity (180k RSUs, 135k PSUs) and hedging/pledging prohibitions support alignment and limit adverse signaling from derivative transactions; stock ownership guidelines further reinforce alignment, though specific multiple and compliance status are not quantified in the proxy .
- Retention vs. CIC optionality: Standard severance (1x salary + pro-rated bonus + benefits) is modest; CIC treatment adds RSU value and potential PSU conversion, offering retention and transaction-aligned incentives without tax gross-ups (“best net” cutback) .
- Execution risk backdrop: 2024 underperformance against EBITDA/FCF targets and TSR decline vs. 2023 frame a tougher operating year under Eperjesy’s finance leadership; continued focus on EBITDA and cash generation is embedded in incentive design, creating clear financial levers for improvement .