Fred Ross
About Fred Ross
Founder of Custom Truck & Equipment (1996) and former CEO of Custom Truck One Source until March 20, 2023; currently serves as Founder and director. Age 67; director since 2021; Class C director nominated for re‑election in 2025 with a new term expiring in 2028. Not independent under NYSE rules; employed by CTOS in the Founder role . Background: built CTE into a leading specialty equipment sales and rental company; transitioned to Founder following Blackstone’s 2015 majority purchase and Custom Truck’s later evolution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Custom Truck & Equipment (CTE) | Founder, CEO | Founded 1996; CEO until Feb 2015 (Blackstone purchase) | Grew CTE into leading specialty equipment player |
| Custom Truck One Source, Inc. | CEO | 2015–Mar 20, 2023 | Led company through scale-up; transitioned to Founder |
| Custom Truck One Source, Inc. | Founder (employee) | Mar 20, 2023–present | Ongoing domain expertise to Board |
External Roles
| Organization | Role | Tenure | Governance/Conflict Notes |
|---|---|---|---|
| R&M Equipment Rental | Co-owner (with Joseph Ross and family) | Not disclosed | CTOS booked $31.6M revenue from transactions with R&M in 2024; $3.6M A/R at year-end; $0.2M purchases of products and aircraft charter services from entities owned by Fred and Joseph Ross in 2024 (Related Party Transactions) |
Board Governance
| Attribute | Details |
|---|---|
| Board class, term | Class C; current term expires 2025; nominated for term through 2028 |
| Independence | Not independent (employed Founder) |
| Committee memberships | None; Audit Committee: Bader (Chair), Heinberg, Jackson, Nelson; Compensation Committee: Nelson (Chair), Jackson, Wolf |
| Board chair / lead independent | Board Chair: Marshall Heinberg; presides over executive sessions of non‑management/independent directors |
| Attendance | Board held 5 meetings in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting |
| Controlled company status | CTOS qualifies as a NYSE “controlled company” (Platinum Equity ~70% ownership), exempt from certain independence requirements; nominating committee not maintained |
Fixed Compensation
| Component | 2024 Amount / Terms |
|---|---|
| Base salary (Founder role) | $800,000 |
| Annual target bonus | 50% of base salary, based on Company/individual performance as determined by Board/Comp Committee |
| Other compensation (2024) | $35,419 |
| Director fees | $0 (employees and Platinum-affiliated directors receive no director compensation) |
| Equity eligibility | Eligible under 2019 Omnibus Incentive Plan as determined by Board/Comp Committee |
| Outstanding RSUs/Options as of 12/31/2024 | None |
Performance Compensation
| 2024 Company STIP Metrics (for executive bonuses) | Threshold (50%) | Target (100%) | Maximum (175%) | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 427.0 | 469.0 | 511.0 | 339.7 | —% (no payout; thresholds not met) |
| Adjusted Unlevered Free Cash Flow ($mm) | 165.0 | 235.0 | 306.0 | 2.2 | —% (no payout; thresholds not met) |
Notes:
- Founder bonus terms reference company/individual metrics set by Board/Comp Committee; CTOS’s 2024 bonus framework used Adjusted EBITDA (70%) and Adjusted Unlevered Free Cash Flow (30%) and paid zero based on performance shortfall .
- LTIP awards (RSUs/PSUs) were broadly structured around stock‑price goals and Adjusted EBITDA; 2024 performance thresholds were not met, leading to PSU cancellations; Mr. Ross had no outstanding RSUs/PSUs at year‑end .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
Biographies list no other public company board roles for Mr. Ross .
Expertise & Qualifications
- Founder/operator in specialty equipment sales and rentals; multi‑decade domain expertise .
- Deep Company knowledge and market relationships; selected for Board based on knowledge of CTOS’s business .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Fred Ross | 2,404,987 | 1.1% | Includes 2,000,000 held by Frederick M. Ross, Jr. Holding Company, LLC |
| CTOS Shares Outstanding (as of Apr 17, 2025) | 226,475,766 | — | Reference for % calc |
Ownership policy and pledging:
- Executive/director stock ownership guidelines in place (compliance by Dec 31, 2026 or sixth December 31 after becoming subject); details not individualized .
- Insider Trading Policy prohibits hedging and pledging of Company securities (including margin accounts) .
Related Party Transactions
| Counterparty | Nature | 2024 Amount | Balance/Other |
|---|---|---|---|
| R&M Equipment Rental (owned by Fred & Joseph Ross and family) | CTOS rents/sells equipment and provides services | $31.6M revenue | $3.6M accounts receivable at 12/31/2024 |
| Entities owned by Fred & Joseph Ross | Products purchases and aircraft charter services | $0.2M | — |
Governance controls:
- Related Person Transactions reviewed/approved by Audit Committee under formal policy; materiality threshold $120,000, quarterly status reporting .
Employment & Contracts (Founder role)
- Amended/restated employment agreement (Dec 7, 2022; effective Mar 20, 2023): Founder with initial one‑year term, renewable annually; base salary $800,000; annual cash bonus equal to 50% of base salary based on Company/individual metrics; equity eligibility under 2019 Omnibus Plan; restrictive covenants include confidentiality, non‑disparagement, and 24‑month post‑termination non‑compete and non‑solicit .
Governance Assessment
- Independence and committee service: Mr. Ross is not independent and serves as an employee Founder; he is not on Audit or Compensation committees, reducing formal committee‑level oversight influence — appropriate given employment status but relevant to board independence optics .
- Controlled company dynamics: Platinum Equity owns ~70% and designates a majority of directors; CTOS is exempt from NYSE requirements for a majority‑independent board, compensation, and nominating committees; no nominating committee is maintained, concentrating influence with sponsor‑designated directors .
- Related party exposure (RED FLAG): Significant transactions with R&M Equipment Rental ($31.6M revenue) and purchases/charter ($0.2M) tied to entities owned by Fred/Joseph Ross; family members employed at CTOS including Joseph Ross (executive officer). Audit Committee oversight exists, but magnitude and ongoing nature merit investor scrutiny for pricing, terms, and receivables management .
- Attendance/engagement: Board met five times; all directors achieved ≥75% attendance and attended the 2024 annual meeting — positive engagement signal .
- Pay alignment: Company’s STIP metrics missed thresholds in 2024, leading to zero payouts; LTIP PSU tranches linked to Adjusted EBITDA and stock price saw cancellations where targets were not met — indicates discipline in pay‑for‑performance culture; Mr. Ross had no outstanding RSUs/PSUs at year‑end .
- Pledging/hedging: Prohibitions in Insider Trading Policy reduce alignment risks related to hedging/pledging .
Overall: Board effectiveness is constrained by controlled‑company status and Mr. Ross’s non‑independent, non‑committee role, but his operating expertise is valuable. The related‑party revenue with R&M Equipment Rental is the principal governance red flag requiring continued transparency on arm’s‑length terms, collections, and Audit Committee oversight .