Georgia Nelson
About Georgia Nelson
Independent director (Class C) at Custom Truck One Source, Inc. (CTOS); age 75 as of April 17, 2025; director since 2021. She is Chair of the Compensation Committee and a member of the Audit Committee, and the Board has determined she is independent under NYSE rules . Background includes President/CEO of PTI Resources (2005–2019) and senior leadership at Edison International (President of Midwest Generation EME from 1999; GM of Edison Mission Energy Americas from 2002). Education: BA Pepperdine University; MBA University of Southern California. Recognitions include NACD Directorship 100 (2012) and NACD Board Fellow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTI Resources, LLC | President & CEO | 2005–Jun 2019 | Independent consulting leadership |
| Midwest Generation EME, LLC (Edison International) | President | 1999–2005 | Led regulated/unregulated power operations |
| Edison Mission Energy Americas | General Manager | 2002–2005 | Oversaw energy trading, global projects, HR, environmental policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cummins Inc. | Director | 2004–Apr 2024 | Retired Apr 2024 |
| Ball Corporation | Director | 2006–Sep 2024 | Retired Sep 2024 |
| Sims Metal Management Limited | Director | 2014–Nov 2023 | Retired Nov 2023 |
| TransAlta Corporation | Director | 2014–May 2021 | Retired May 2021 |
| CH2M Hill Companies Ltd. | Director | 2010–Dec 2017 | Privately held; retired 2017 |
| Kellogg Center for Executive Women (Northwestern) | Advisory Committee Member | Current | Governance advisory role |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair. Compensation Committee currently consists of Georgia Nelson (Chair), David Wolf, and Vice Admiral Mary Jackson; Jackson and Nelson are independent under NYSE rules . Audit Committee comprises Paul Bader (Chair), Marshall Heinberg, Mary Jackson, and Georgia Nelson; Bader and Heinberg are designated “audit committee financial experts” .
- Independence and board composition: CTOS is a controlled company under NYSE rules because Platinum Equity holds ~70% of shares; five of ten directors are independent, including Ms. Nelson .
- Attendance and engagement: In 2024 the Board held five meetings; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting. The Compensation Committee held four meetings in 2024 .
- Term and classification: Ms. Nelson is a Class C director nominated for re‑election to serve until the 2028 annual meeting .
- Governance policies: Anti‑hedging and anti‑pledging policy for directors; no speculative transactions (options, shorts) or pledging/margin accounts permitted .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer (unaffiliated non‑employee director) | $100,000 | Policy approved Apr 2021 (paid quarterly) | Applies to directors not affiliated with Platinum Equity |
| Annual RSU grant (unaffiliated non‑employee director) | $125,000 | Policy approved Apr 2021 | RSU value converted by 5‑day average closing price ending Mar 31 |
| 2024 fees earned (Georgia Nelson) | $100,000 | FY2024 | Director compensation table |
| 2024 stock awards (Georgia Nelson) | $130,642 | FY2024 | ASC 718 grant‑date fair value; 2024 grants effective Apr 1, 2024; pricing reference $5.88/share |
- Director RSU vesting: Annual RSUs under the Director Equity Program vest in one installment immediately before the first anniversary of grant; accelerated vesting upon change in control .
Performance Compensation
- CTOS does not disclose performance‑conditioned metrics (e.g., TSR, EBITDA) for non‑employee director compensation; director equity consists of time‑based RSUs under the Director Equity Program .
Other Directorships & Interlocks
- Compensation Committee interlocks: During 2024, members included Messrs. D’Argenio and Wolf, Vice Admiral Jackson, and Ms. Nelson; none were company officers or had related‑person transactions requiring disclosure per Reg S‑K 404 .
- Controlled company implications: As long as Platinum meets thresholds, it can designate a majority of board committees and has consent rights over significant corporate actions (e.g., M&A >$50M, indebtedness >$50M, CEO/CFO hires/terminations), which concentrates influence relative to minority shareholders .
Expertise & Qualifications
- Extensive power and energy operations leadership, environmental policy, negotiation, HR oversight; recognized governance leader (NACD 100), NACD Board Fellow; MBA and operational experience aligning with audit and compensation oversight responsibilities .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Shares beneficially owned | 105,804 | Apr 17, 2025 | <1% of outstanding (226,475,766 shares outstanding) |
| Ownership % | <1% | Apr 17, 2025 | Proxy table indicates “Less than one percent” |
| RSUs outstanding (non‑employee director) | 22,218 | Dec 31, 2024 | Outstanding RSUs at fiscal year‑end |
| Options outstanding | — | Dec 31, 2024 | None reported |
| Hedging/pledging status | Prohibited | Policy | No hedging, short sales, or pledging/margin accounts allowed |
| Stock ownership guidelines | In effect | Effective Apr 1, 2021 | Directors must meet retainer‑multiple guidelines by Dec 31, 2026 or sixth Dec 31 after becoming subject; details administered per policy |
Governance Assessment
- Strengths:
- Independence and committee leadership: Ms. Nelson chairs the Compensation Committee and serves on the Audit Committee; both roles are critical to pay‑for‑performance alignment and financial oversight .
- Attendance and engagement: Met at least 75% attendance in 2024; Compensation Committee active with four meetings, indicating engagement in pay decisions and risk oversight .
- Alignment policies: Anti‑hedging/pledging policy and director stock ownership guidelines support long‑term alignment with shareholders .
- Risks/Red Flags:
- Controlled company structure: Platinum’s ~70% ownership and consent rights over major actions, plus ability to designate committee majorities, can limit independent board influence; Compensation Committee includes one Platinum‑affiliated director (David Wolf), elevating oversight risk for executive pay in a controlled context .
- Registration Rights Agreement: Ms. Nelson (and certain immediate family) were among PIPE investors with resale registration rights; while common for sponsors and directors, it is a related linkage to capital markets activity and should be monitored for trading optics. No prohibited related‑party transactions disclosed for her, but presence of registration rights can contribute to perceived conflicts in liquidity events .
Notes on Data Gaps
- Insider trading detail (Form 4) for Georgia Nelson could not be retrieved due to an authentication error with the insider‑trades skill. We relied on the proxy’s beneficial ownership table and outstanding RSUs for current alignment assessment .