Joseph Ross
About Joseph Ross
Joseph Ross, age 53, is President — Sales at Custom Truck One Source (CTOS) and a long-tenured commercial leader in the heavy truck industry. He co-founded Custom Truck & Equipment, LLC in 1996 and has led CTOS’s sales organization for 18 years; he became President — Sales for Custom Truck LP in 2018 and assumed the same role at CTOS upon the April 2021 acquisition (tenure in current role ~4 years) . Company performance under CTOS’s disclosed metrics shows Adjusted EBITDA fell to $339.7 million in 2024 from $426.9 million in 2023 and $393.0 million in 2022, while cumulative TSR decreased to 77.83 in 2024 versus 97.78 in 2023 and 85.75 in 2022; net income was a loss of $28.7 million in 2024 versus income of $50.7 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Custom Truck & Equipment, LLC (predecessor to Custom Truck LP) | Co-founder; Sales leadership | 1996–2015+ | Built a leading specialty equipment sales and rental platform, expanded OEM relationships |
| Custom Truck LP | President of Sales | 2018–2021 | Led all HD Truck OEM relationships and national sales execution |
| Custom Truck One Source, Inc. | President — Sales | 2021–present | Continues to lead enterprise sales post-acquisition, supporting growth across segments |
| Heavy Truck Industry (general) | Sales/industry roles | Began 1991 | Three decades of sector experience informing OEM and customer strategy |
External Roles
No external directorships or public board roles for Joseph Ross are disclosed.
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $500,000 | Increased from $450,000 effective 2/26/2024 to reflect role/responsibility and market alignment |
| Target Bonus (% of salary) | 65% | STIP target as of 12/31/2024 |
| Actual STIP Paid ($) | $0 | Corporate performance below thresholds; no payout |
| All Other Compensation ($) | $23,773 | Includes $9,373 401(k) match and $14,400 vehicle allowance |
Performance Compensation
2024 Short‑Term Incentive Plan (STIP)
| Metric | Weight | Threshold (50% payout) ($mm) | Target (100% payout) ($mm) | Max (175% payout) ($mm) | 2024 Actual ($mm) | Payout Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | 427.0 | 469.0 | 511.0 | 339.7 | 0% |
| Adjusted Unlevered Free Cash Flow | 30% | 165.0 | 235.0 | 306.0 | 2.2 | 0% |
Notes:
- STIP based solely on company performance (no discretionary or individual component in 2024) .
- Definitions and reconciliations disclosed in Annex A .
Long‑Term Incentive Plan (LTIP) Structure and 2024 Outcomes
| Award Type | Grant Structure | 2024 Joseph Ross Units | Performance Mechanics | 2024 Outcome |
|---|---|---|---|---|
| RSUs (time‑based) | 4-year vesting, 25% annually (2022 RSUs vest each April 1 starting 2024) | — | Service‑based vesting schedule | Continued vesting per schedule |
| PSUs (Tranche 1) | Stock price goals, 30‑day avg; annual tranches | — | Market‑based vesting; alternative cash/change‑in‑control provisions | Thresholds not met; applicable portions cancelled |
| PSUs (Tranche 2) | Adjusted EBITDA goals (alternative schedule); annual tranches | 25,000 (2024 “deemed granted” portion of 2022 award) | Earn based on prior year Adjusted EBITDA vs threshold/target; straight‑line interpolation | 2024 target not met; 2024‑year PSUs forfeited |
Additional 2024 PSU context:
- The Compensation Committee certified 2023 Adjusted EBITDA at 72% of target; 18% of eligible Tranche 2 PSUs vested on 12/31/2024, but 2024 goals were not met and prospective vesting for 2025 related to 2024 performance was cancelled .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 593,934 shares as of 4/17/2025 (includes 282,449 via Joseph P. Ross Holding Company, LLC and 1,326 via Joseph P. Ross Revocable Trust) |
| Ownership % of Outstanding | Less than 1% (226,475,766 shares outstanding) |
| Vested vs Unvested | Unvested RSUs at 12/31/2024: 200,000 (25,000 + 25,000 from 2021 grants; 150,000 from 2022 grant) ; Unearned PSUs: 100,000 (2022 PSU award) |
| Options | None disclosed for Joseph Ross |
| Pledging/Hedging | Prohibited by CTOS Insider Trading Policy (no margin accounts, hedging, or pledging of company stock) |
| Stock Ownership Guidelines | Executives must meet salary‑based multiples by 12/31/2026 or the sixth December 31 after becoming subject; ongoing holding required (multiples not specified in proxy) |
| Compliance Status | Not disclosed |
Insider trading signals:
- On Aug 7, 2024, Joe P. Ross purchased 84,254 CTOS shares at a weighted average price of $3.977, indicating insider accumulation at lower levels .
- Multiple Form 4s filed in 2025, including an April 28, 2025 filing where derivative securities acquired are noted at 100,000 (code “A”) and SEC ownership XML entry (April 1, 2025) .
Employment Terms
| Term | Joseph Ross |
|---|---|
| Agreement Date/Role | Employment agreement dated Nov 2, 2021; President — Sales; amended via 2022 PSU grant |
| Initial Term | Five years; auto‑renewal for successive one‑year periods |
| Base Salary | $450,000 per agreement; increased to $500,000 effective 2/26/2024 |
| Target Bonus | 65% of salary (STIP), as determined annually by Compensation Committee |
| Equity Eligibility | RSUs and PSUs under the 2019 Omnibus Incentive Plan |
| Restrictive Covenants | Confidentiality, non‑disparagement; 12‑month post‑termination non‑competition and non‑solicitation |
| Severance (No CIC) | $500,000 severance (1× base), target annual incentive $325,000, benefits continuation $28,210; total ~$853,210 (assuming event on 12/31/2024) |
| Severance (With CIC) | Same cash severance and target incentive, benefits continuation $28,210; plus accelerated RSU vesting valued at $962,000 (no PSUs vest if consideration below stock price targets); total ~$1,815,210 |
| Change‑in‑Control Equity | RSUs accelerate if ≥80% cash consideration; PSUs vest/convert to time‑based only if price targets met; otherwise forfeited |
Retention incentive:
- CTOS executed a cash retention bonus letter agreement with Joseph Ross dated April 28, 2025 (Exhibit 10.3 to Q1 2025 filing) .
Compensation Structure Analysis
- Year‑over‑year: 2024 increased fixed pay (base) to $500k; STIP payout zero given underperformance, shifting realized compensation mix toward time‑vesting RSUs with PSUs cancellations for the year .
- Performance metrics rigor: STIP thresholds set above fixed cash commitments and based solely on corporate Adjusted EBITDA (70%) and Adjusted Unlevered Free Cash Flow (30%); failure to meet thresholds triggered zero payout, indicating pay sensitivity to performance .
- Equity design: PSUs combine market (stock price) and fundamental (Adjusted EBITDA) hurdles with tight CIC rules; PSUs for 2024 performance were forfeited, emphasizing alignment with shareholder outcomes .
- Peer benchmarking: Compensation Committee used Farient Advisors and a peer group including Terex, Federal Signal, Wabash, Herc, GATX, Alamo Group, Trinity, Alta Equipment, Shyft, Manitowoc, H&E, Miller Industries, Greenbrier, REV Group, McGrath RentCorp, WillScot Mobile, Douglas Dynamics .
Related Party Transactions (Governance Red Flags)
- Joseph Ross and Fred Ross (and family) own R&M Equipment Rental; CTOS reported $31.6 million in revenue from transactions with R&M in 2024 and $3.6 million accounts receivable at year‑end; CTOS also purchased products and aircraft charter services from entities owned by Fred and Joseph Ross totaling $0.2 million in 2024 .
- CTOS has a formal related‑party transaction policy overseen by the Audit Committee .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($mm) | 392.978 | 426.930 | 339.657 |
| Net Income (Loss) ($mm) | 38.905 | 50.712 | (28.655) |
| Company Cumulative TSR (PvP) | 85.75 | 97.78 | 77.83 |
Notes:
- Compensation actually paid to NEOs declined alongside TSR in 2024; CAP methodology and drivers are disclosed in Pay‑Versus‑Performance .
Compensation & Governance Infrastructure
- Compensation Committee comprised of independent directors (Chair: Georgia Nelson); Farient Advisors served as independent consultant in 2024 .
- Clawback policy compliant with NYSE/Dodd‑Frank; mandatory recovery for restatements within the 3‑year lookback .
- Insider Trading Policy bans hedging/pledging; executive stock ownership guidelines in force with compliance timeline set to 12/31/2026 .
Equity Ownership & Alignment Table (Detail)
| Category | Value |
|---|---|
| Shares Owned (Direct/Indirect) | 593,934 (incl. 282,449 via J.P. Ross Holding Co. LLC; 1,326 via J.P. Ross Revocable Trust) |
| Unvested RSUs | 200,000 units at 12/31/2024 (25,000 + 25,000 from 2021 grants; 150,000 from 2022 grant) |
| Unearned PSUs | 100,000 units (2022 PSU award as of 12/31/2024) |
| Vested in 2024 | 136,100 shares; value realized $761,641 (RSUs/PSUs vestings) |
| Pledging / Hedging | Prohibited by policy |
| Ownership % | <1% of outstanding |
Investment Implications
- Alignment: The zero STIP payout and PSU forfeitures for 2024 indicate meaningful pay‑for‑performance mechanics. RSU time‑based vesting provides retention value; ownership guidelines and anti‑pledging policies support longer‑term alignment .
- Retention risk: A formal retention bonus letter to Joseph Ross on April 28, 2025 suggests management prioritizes continuity in sales leadership; assess the size/conditions when the full exhibit terms are available .
- Trading signals: Insider open‑market purchase in Aug 2024 at ~$3.98 potentially signals confidence; subsequent Form 4 activity into 2025 warrants ongoing monitoring for selling pressure or derivative grants .
- Governance/risk: Significant related‑party revenue with R&M Equipment Rental (~$31.6m in 2024) and small purchases/charter services ($0.2m) present potential conflict optics; reliance on Audit Committee oversight is critical . Platinum’s controlled company status and consent rights may influence compensation and strategic decisions; investors should account for governance structure in risk premia .