Louis Samson

About Louis Samson

Louis Samson (age 52) is a Class B director at Custom Truck One Source (CTOS) and Co‑President at Platinum Equity. He joined CTOS’s board in 2021 and is a Platinum nominee; he is not independent. Samson holds a law degree from Ottawa University Law School and began his career as an M&A attorney at Stikeman Elliott LLP before moving into investment banking and private equity leadership .

Past Roles

External Roles

Board Governance

• Independence and voting power:
  • Samson is not independent (Platinum nominee). He, along with Messrs. Glatt and Wolf (also Platinum nominees), is entitled to eight votes on the Board, a super‑voting structure established in the Stockholders’ Agreement and Charter .
• Committee assignments:
  • No current committee memberships listed for Samson (Audit: Bader, Heinberg, Jackson, Nelson; Compensation: Wolf, Jackson, Nelson; no nominating/governance committee as a controlled company) .
• Attendance and engagement:
  • The Board held five meetings in 2024, and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
• Controlled company framework and Platinum rights:
  • CTOS qualifies as a controlled company (Platinum ~70%), relying on NYSE exemptions (no majority‑independent board requirement; no nominating/governance committee) .
  • Platinum consent rights and governance features include: Operating Council dominated by Platinum nominees; consent over major corporate actions (M&A >$50M, indebtedness >$50M, CEO/CFO/COO hiring/termination, etc.); drag‑along rights; registration and indemnification rights; and ability to designate committee majorities while above ownership thresholds .

Fixed Compensation

• Policy: Directors affiliated with Platinum, including Samson, receive no board compensation .
• 2024 actuals:

  Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
  Louis Samson	$0	$0	$0

Performance Compensation

• Equity and options:
  • Affiliated Platinum directors do not receive director equity awards; 2024 Director Compensation Table shows no stock awards for Samson and no RSUs/options outstanding for him as of year‑end 2024 . | Instrument | Grant Date | Units/Shares | Status | |---|---|---:|---| | RSUs (Director) | N/A | 0 | None outstanding | | Options (Director) | N/A | 0 | None outstanding |

Other Directorships & Interlocks

• Public company boards (current): None disclosed for Samson at CTOS .
• Public company boards (prior): PAE Inc. (director) .
• Interlocks/overlaps:
  • Multiple CTOS directors (Samson, Glatt, Wolf) are Platinum nominees, reflecting controlling‑shareholder alignment; Compensation Committee includes one non‑independent (Wolf) alongside two independent members (Jackson, Nelson). No nominating/governance committee is maintained (controlled company exemption) .

Expertise & Qualifications

• M&A and legal expertise (Ottawa University Law School; early career as M&A attorney); investment banking leadership (CIBC M&A MD); private equity leadership and portfolio oversight (Platinum Co‑President; Investment Committee member). These credentials indicate transactional, capital allocation, and oversight proficiency .

Equity Ownership

• Beneficial ownership (as of April 17, 2025):

  Holder	Beneficially Owned Shares	% Outstanding	Notes
  Louis Samson	0	<1%	No individual beneficial ownership disclosed in CTOS table
  Platinum Equity, LLC (affiliate)	156,743,635	69.2%	Samson is Co‑President at Platinum; not attributed to him individually in CTOS table

• Pledging/hedging policy:
  • CTOS prohibits hedging and pledging of company securities by directors, officers and employees .
• Stock ownership guidelines:
  • Apply to executive officers and compensated non‑employee directors; Samson is not a compensated non‑employee director, so guidelines appear inapplicable to him .

Governance Assessment

• Key positives:

  • Transactional and portfolio oversight expertise from Platinum role (can support capital allocation and M&A discipline) .
  • Board attendance threshold met (≥75% in 2024) .
  • No director fees or equity awards to affiliated directors reduces direct pay conflicts at the board level .
  • Prohibitions on hedging/pledging and a clawback policy improve governance hygiene .

• Material risks and potential conflicts (RED FLAGS):

  • Not independent; Platinum nominee with super‑voting power (eight board votes) alongside other Platinum nominees; outsized influence over board actions versus minority holders .
  • Controlled‑company exemptions: no nominating/governance committee; Compensation Committee includes a non‑independent member (Platinum affiliate), increasing perceived influence over compensation and director selection processes .
  • Platinum consent rights over major strategic/financial actions and Operating Council control could limit board autonomy and minority shareholder influence; drag‑along provisions and special rights add to control risk .
  • No personal beneficial ownership disclosed for Samson; while he is aligned with Platinum’s control stake, lack of disclosed direct ownership may reduce individual “skin‑in‑the‑game” alignment (mitigated by affiliate alignment, but not directly measured) .

• Director signals affecting investor confidence:

  • Concentrated control and multi‑vote structure are atypical for NYSE issuers and may warrant a governance discount.
  • Absence of a nominating/governance committee and Platinum’s rights over committee composition can constrain independent refreshment and oversight .

Appendix: Board & Committee Snapshot (context)

• Board size: 10; independent: 5/10; controlled company status (Platinum ~70%) .
• Audit Committee: all independent (Bader—Chair, Heinberg, Jackson, Nelson) .
• Compensation Committee: Jackson (ind.), Nelson (ind.—Chair), Wolf (Platinum affiliate) .
• Meetings (2024): Board held five; each director ≥75% attendance; all directors attended 2024 Annual Meeting .