David Wolf
About David Wolf
David Wolf, age 49, is a Class B, non‑independent director of Custom Truck One Source (CTOS) and has served on the Board since 2021; his current term expires in 2027. He is a Managing Director at Platinum Equity (M&A Finance Lead, East Coast deal team) since 2009, a CPA (Illinois, inactive), and holds a Bachelor’s in Accountancy from the University of Illinois at Urbana‑Champaign. He serves on CTOS’s Compensation Committee. CTOS is a controlled company; Wolf is designated by Platinum and is among directors with special multi‑vote rights under the charter/stockholders’ agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity | Managing Director; M&A Finance Lead, East Coast deal team; Operating Council roles across East Coast investments | Since 2009 (current) | Due diligence, underwriting, execution, and post‑acquisition financial operations optimization |
| Ernst & Young (Transaction Advisory Services) | Senior roles (Chicago, Miami, New York) | ~10 years prior to 2009 | Buy‑ and sell‑side advisory for PE and corporate clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Platinum Equity portfolio (East Coast team) | Operating Council member (past and current roles across investments) | Ongoing since team inception | Finance/operations oversight collaboration with management teams |
| Public company directorships (outside CTOS) | None disclosed in CTOS proxy | — | No other public company boards disclosed for Wolf in CTOS 2025 proxy |
Board Governance
- Classification, independence, tenure: Class B; non‑independent; director since 2021; term to 2027.
- Committee assignment: Compensation Committee member (not chair). Compensation Committee held four meetings in FY2024.
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Controlled company status: CTOS is a NYSE “controlled company” (Platinum ~70% ownership); thus exempt from certain NYSE independence requirements; Board has 5/10 independent directors. No nominating/governance committee; Comp Committee is 2/3 independent.
- Multi‑vote rights: Under the Amended and Restated Stockholders’ Agreement and Charter, Messrs. Samson, Glatt, and Wolf are entitled to eight votes on the Board, equally divided among them.
- Audit Committee: Composed of four independent directors; chaired by Paul Bader; Bader and Heinberg are audit committee financial experts.
- Committee designation rights: As long as thresholds are met, Platinum can designate the majority of the members of all Board committees; Platinum and Capitol also have rights to designate committee members.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (Wolf) | — | — | — |
- Policy context: Unaffiliated non‑employee directors receive $100,000 annual cash retainer and $125,000 in RSUs; Board chair receives $200,000 cash and $225,000 RSUs; affiliated directors (incl. Wolf) receive no director compensation.
Performance Compensation (Director)
- Not applicable. Affiliated directors, including Wolf, do not receive director equity grants or variable pay under the Director Equity Program; therefore, there are no director performance metrics or vesting schedules applicable to Wolf.
Other Directorships & Interlocks
- Compensation Committee interlocks: For FY2024, the Compensation Committee members (including Wolf) were not Company officers/employees and had no relationships requiring disclosure as related‑person transactions under Reg S‑K Item 404; no reciprocal interlocks with other issuers’ compensation committees.
Expertise & Qualifications
- M&A finance leadership (due diligence, underwriting, execution, and financial operations optimization); CPA background; 10 years of Big Four transaction advisory experience; bachelor’s in accountancy. These credentials support his role on the Compensation Committee and Board oversight of capital allocation and transaction execution.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David Wolf (individual) | — | * (<1%) | No options/RSUs outstanding at 12/31/2024. |
| Platinum Equity, LLC (5%+ holder) | 156,743,635 | 69.2% | Ownership chain detailed in footnote; Tom Gores controls Platinum. |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging CTOS stock (including margin accounts).
Potential Conflicts and Related‑Party Exposure
- Platinum advisory agreement: Company pays Platinum a corporate advisory fee of $2.5 million for 2024 and $1.25 million per annum thereafter. As a Platinum MD, Wolf’s affiliation presents an inherent conflict risk; the agreement is a related‑party arrangement.
- Governance rights: Platinum holds extensive designation and consent rights (including on major transactions, indebtedness, leadership changes) while meeting ownership thresholds, reinforcing control dynamics.
- Committee composition control: Platinum may designate the majority of Board committees while meeting thresholds, a governance risk where affiliated directors, including Wolf, serve on key committees.
- Additional related‑party transactions: Substantial transactions with entities related to Fred/Joseph Ross (e.g., $31.6 million revenue with R&M Equipment Rental in 2024) illustrate related‑party exposure (not specific to Wolf but relevant to overall governance risk).
- Share repurchase from ECP: CTOS repurchased 8,143,635 shares from ECP at $4.00 (≈23% discount to prior close); approved by Board and Audit Committee—an unusual pricing dynamic that investors may scrutinize for process fairness.
Director Compensation Policy Reference (for context)
| Component | Amount |
|---|---|
| Annual cash retainer (unaffiliated non‑employee directors) | $100,000 |
| Board chair cash retainer | $200,000 |
| Annual RSU grant (unaffiliated directors) | $125,000 (shares = $125,000 ÷ 5‑day avg close to Mar 31) |
| Board chair RSU grant | $225,000 (same pricing method) |
Board Meeting Activity (FY2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Directors | 5 | All directors ≥75%; all attended 2024 Annual Meeting |
| Compensation Committee | 4 | Not individually disclosed |
Governance Assessment
-
Strengths
- Independent Audit Committee; two SEC “financial experts” (Bader, Heinberg).
- Clawback policy aligned with NYSE/Dodd‑Frank; mandatory recovery for covered restatements.
- Prohibition on hedging/pledging aligns with investor‑alignment best practices.
- Independent compensation consultant (Farient) reviewed 2024 executive compensation; no conflicts found.
- Director attendance adequate (≥75%).
-
Watch items / RED FLAGS
- Controlled company; no nominating/governance committee; Compensation Committee not fully independent (Wolf serves; 2/3 independent).
- Platinum’s multi‑layered control rights (board/committee designation, consent rights) and advisory fee arrangement introduce persistent conflict risk.
- Special multi‑vote rights for affiliated directors (Samson, Glatt, Wolf) dilute one‑person/one‑vote norms at the board level.
- Significant related‑party transactions (e.g., with entities related to the Founder) create recurring conflict‑review workload for the Audit Committee.
- Large block repurchase from ECP at a steep discount invites process/special committee scrutiny.
Overall, Wolf brings deep transaction and finance expertise valuable to CTOS’s capital allocation and M&A oversight, but his Platinum affiliation, special board voting rights, and committee service within a controlled‑company framework are meaningful governance risks that investors should monitor, particularly around executive pay oversight, major transactions, and related‑party approvals.