David Glatt
About David Glatt
David Glatt (age 48) is a Managing Director at Platinum Equity and has served on CTOS’s Board since 2021 (Class A; term expires 2026). He is a non‑independent Platinum nominee with special Board voting power shared among three Platinum designees; Messrs. Samson, Glatt, and Wolf together are entitled to eight votes, equally divided, under CTOS’s charter and stockholders’ agreement . He holds a Bachelor’s degree from the University of Pennsylvania and an MBA from Columbia University . In 2024, directors each attended at least 75% of Board and applicable committee meetings; all then‑serving directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity | Managing Director; leads deal structuring/execution and post‑acquisition oversight | 2008–present | Oversees investments in United Site Services, Jostens, Hunterstown Power Generation, Electro Rent; previously Maxim Crane, San Diego Union‑Tribune, American Commercial Lines, PBH Marine Group, Nesco, BlueLine Rental |
| CIBC World Markets (NY) | M&A Group (prior role) | Pre‑2008 | Transaction execution in M&A |
External Roles
| Company/Organization | Role | Status |
|---|---|---|
| Public company directorships | None disclosed in CTOS proxy | None disclosed |
Board Governance
- Independence and designation: Non‑independent Platinum nominee; Platinum owns ~70% of CTOS and the company relies on NYSE “controlled company” exemptions .
- Board class/tenure: Class A; director since 2021; current term expires 2026 .
- Voting power: Platinum designee directors Samson, Glatt, Wolf share eight votes on the Board, equally divided among them (super‑voting under charter) .
- Committees: No Audit or Compensation Committee assignments listed for Glatt (Audit: Bader, Heinberg, Jackson, Nelson; Compensation: Wolf, Jackson, Nelson) .
- Attendance: All directors met at least 75% attendance in 2024; all attended the 2024 annual meeting .
- Board leadership: Chair is independent director Marshall Heinberg; he presides over executive sessions and coordinates independent director activities .
- Operating Council: Established at acquisition; while Platinum meets the ownership threshold, Platinum nominates all members (including Board Chair, CEO, CFO); recommends agendas to the Board—concentrating influence with the controller .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
Policy: CEO, Founder, and directors affiliated with Platinum (including Glatt) do not receive compensation for Board service . For context, unaffiliated non‑employee directors receive $100,000 cash retainer and RSUs valued at $125,000 annually; Chair receives $200,000 cash and $225,000 RSUs (granted Apr 1 based on 5‑day average price) .
Performance Compensation
- None. Platinum‑affiliated directors (including Glatt) do not receive director equity grants or performance‑based compensation .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Controlling shareholder representation | Glatt is a Platinum Equity nominee on CTOS’s Board; Platinum owns ~69.2% of shares and exercises extensive governance rights under the Amended & Restated Stockholders’ Agreement . |
| Committee interlocks | Compensation Committee includes one Platinum affiliate (David Wolf) and two independents; CTOS has no separate nominating/governance committee (full Board handles nominations) under controlled‑company exemptions . |
Expertise & Qualifications
- Transaction/M&A execution and post‑acquisition oversight; portfolio company operational monitoring .
- Education: BA, University of Pennsylvania; MBA, Columbia University .
- Sector experience: Oversight roles across industrials, services, and media through Platinum portfolio companies .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding |
|---|---|---|
| David Glatt (personal) | — (no personal beneficial ownership disclosed) | — |
| Platinum Equity, LLC (PE One Source Holdings, LLC) | 156,743,635 | 69.2% |
Additional alignment and risk policies:
- Stock ownership guidelines apply to compensated non‑employee directors (not to Platinum‑affiliated, uncompensated directors); expectation to meet by Dec 31, 2026 for those covered .
- Hedging/pledging prohibited for directors under Insider Trading Policy (no margin accounts/pledges/hedges) .
Governance Assessment
-
Positives
- Experienced sponsor representative with deep M&A and operational oversight background, potentially valuable for capital allocation and portfolio discipline .
- Independent Chair structure and regular executive sessions provide some counterbalance to controller influence .
- Audit Committee fully independent and oversees related‑party transactions under a formal policy .
- Attendance benchmarks met across the Board in 2024 .
-
Risks / RED FLAGS
- Controlled company: Platinum owns ~70% and CTOS relies on NYSE exemptions; no nominating/governance committee; Compensation Committee includes one Platinum affiliate .
- Super‑voting rights: Samson, Glatt, Wolf collectively hold eight Board votes (shared), reducing the relative influence of independent directors .
- Related‑party exposure: Corporate Advisory Services Agreement pays Platinum $1.25 million per year from 2025 onward (after $2.5 million in 2024), posing a continuing conflict consideration despite Audit Committee oversight .
- Operating Council control: Platinum nominates all members while above threshold, shaping Board agendas and day‑to‑day oversight priorities .
- Ownership alignment optics: Glatt has no disclosed personal CTOS share ownership and receives no director compensation or equity, relying on sponsor alignment rather than individual “skin‑in‑the‑game” .
Appendix: Key Company Governance Context (for investor confidence)
- Amended & Restated Stockholders’ Agreement grants Platinum extensive consent rights over major corporate actions while above ownership thresholds (e.g., M&A >$50m, capital structure changes, CEO/CFO/COO hiring/firing), reinforcing controller oversight .
- Related‑party policy: Audit Committee reviews/approves related‑person transactions; threshold $120,000, with focus on arm’s‑length terms .
- Example of Board/Audit Committee action on significant transaction: January 30, 2025 repurchase of 8,143,635 shares from ECP at $4.00/share approved by Board and Audit Committee .