Mark Ein
About Mark D. Ein
Independent Class A director of Custom Truck One Source (CTOS) since 2019; age 60 as of April 17, 2025. Investor/entrepreneur who founded Capitol Investment Corp and Venturehouse Group, with prior roles at The Carlyle Group, Brentwood Associates, and Goldman Sachs; B.S. in Economics (Finance) from Wharton and M.B.A. from Harvard Business School . Current external public roles include Co‑Chairman of Lindblad Expeditions (NASDAQ:LIND) and director of Soho House & Co. (NYSE:SHCO); Executive Chairman of Kastle Systems (private) . The Board has determined Ein is independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Investment professional (prior to founding firms) | — | Early career foundation in PE/M&A |
| Brentwood Associates | Investment professional | — | PE experience |
| Goldman Sachs | Investment professional | — | Finance experience |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Lindblad Expeditions Holdings, Inc. (LIND) | Co‑Chairman | Public | — | Majority‑owned portfolio company of Ein’s firms |
| Soho House & Co. (SHCO) | Director | Public | — | Board service |
| Kastle Systems | Executive Chairman | Private | — | Leading proptech/security systems provider |
| MDE Sports (Mubadala Citi Open) | Founder/Owner | Private | — | Owns major U.S. tennis tournament |
| Washington City Paper | Owner | Private | — | Media asset ownership |
Board Governance
- Classification/tenure: Class A; director since 2019; term expires 2026 .
- Independence: Board-designated independent director (1 of 5 independents on a 10‑member Board) .
- Committee assignments: None listed (not on Audit or Compensation Committees) .
- Board leadership: Non-executive Chair is Marshall Heinberg; CTOS separates Chair/CEO roles .
- Controlled company: CTOS qualifies as an NYSE “controlled company” (Platinum ~70%); exempt from certain NYSE committee independence requirements; no Nominating & Governance Committee .
- Meetings/attendance: Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit Committee (all independent) held 4 meetings; Compensation Committee held 4 meetings .
Fixed Compensation
| Component | Policy/Amount | 2024 Ein Amount |
|---|---|---|
| Annual cash retainer (unaffiliated non‑employee director) | $100,000 | $100,000 |
| Board chair cash retainer | $200,000 (if Chair) | N/A (Ein not Chair) |
| Meeting/committee fees | Not disclosed; policy specifies retainers and RSUs; no separate meeting fees disclosed | — |
| Reimbursements | Reasonable out‑of‑pocket expenses and training/education | Policy only |
Director compensation (2024 actual):
| Name | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| Mark D. Ein | $100,000 | $130,642 | $230,642 |
- Non‑employee director equity program: Annual RSU grant of $125,000 in value each April 1 (Chair: $225,000), vesting in one installment immediately prior to the first anniversary, subject to service; accelerated vesting upon change of control .
- 2024 grant mechanics: 2024 grants were effective April 1, 2024; the number of RSUs is determined using a 5‑day average closing price ending March 31 (for 2024, $5.88/share) .
Performance Compensation
| Element | Type | Metrics | Vesting/Terms | 2024/Outstanding Detail |
|---|---|---|---|---|
| Director equity | RSUs (time‑based) | None (time‑based; not performance‑based) | Cliff vest on date immediately prior to 1‑year anniversary; accelerated on change‑in‑control | 2024 grants at $125,000 value; priced at 5‑day avg $5.88 (policy basis); Ein held 22,218 RSUs outstanding at 12/31/2024 |
| Options | Legacy options | N/A | Terms not disclosed in proxy | Ein had 20,000 options outstanding at 12/31/2024 |
CTOS director equity is time‑based; no revenue/EBITDA/TSR metrics apply to director awards (performance metrics apply to NEO programs; not to directors) .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Governance/Interlock Notes |
|---|---|---|---|
| Lindblad Expeditions (LIND) | Co‑Chairman | Not disclosed here | External public board; travel sector; no CTOS supplier/customer tie disclosed |
| Soho House & Co. (SHCO) | Director | Not disclosed here | External public board; hospitality; no CTOS supplier/customer tie disclosed |
- Capitol designation: Ein serves as the “Capitol” nominee to CTOS’s Board under the Amended & Restated Stockholders’ Agreement; Capitol has the right to designate one nominee while it maintains ownership thresholds .
Expertise & Qualifications
- 30‑year track record creating/investing in growth companies; led over $3B in PE/VC/public investments; involved in six $1B+ outcomes .
- Deep finance/M&A background (Carlyle, Brentwood, Goldman) and public company governance (LIND, SHCO) .
- Education: Wharton (B.S. Econ, Finance), Harvard Business School (MBA) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Mark D. Ein | 5,275,983 | 2.3% | Includes 20,000 currently exercisable options |
| Security Detail | Count |
|---|---|
| Options outstanding at FY‑end (Ein) | 20,000 |
| RSUs outstanding at FY‑end (Ein) | 22,218 |
- Hedging/pledging: Company policy prohibits directors from hedging CTOS stock or pledging shares/margin accounts .
- Ownership guidelines: Compensated non‑employee directors subject to stock ownership guidelines, expected to satisfy by December 31, 2026 (or sixth December 31 after becoming subject); guideline multiples not specified in proxy section cited .
Governance Assessment
-
Strengths
- Independent director with meaningful personal stake (2.3% ownership; 5.28M shares), aligning incentives with shareholders .
- Strong attendance culture: Board met 5x in 2024; all directors met ≥75% attendance; Audit and Compensation Committees active (4 meetings each) .
- Robust trading/ethics controls: explicit prohibitions on hedging/pledging; clawback policy compliant with NYSE rules .
-
Structural risks and potential conflicts
- RED FLAG: Controlled company with no Nominating/Governance Committee; Platinum’s control allows exemptions from majority‑independent board and fully independent Compensation/Nominating committees; Compensation Committee includes one non‑independent member (Wolf), though chaired by an independent (Nelson) .
- RED FLAG: Weighted voting rights for certain Platinum designees (Samson, Glatt, Wolf) and broad Platinum consent rights under the Stockholders’ Agreement (e.g., M&A over $50M, leverage, leadership changes), which can limit minority shareholder influence .
- Capitol/registration rights: Ein (as Capitol designee and PIPE investor) is party to Registration Rights Agreement; Capitol retains certain “Earnout Shares” with restrictions—standard in de‑SPAC structures but represents sponsor‑aligned interests to monitor .
-
Director compensation alignment
- Mix for 2024: cash $100,000 and equity $130,642 (time‑based RSUs), consistent with policy for unaffiliated non‑employee directors; no meeting fees disclosed .
- Time‑based director equity (no performance metrics) is common; accelerated vesting on change‑in‑control may be viewed as moderate risk depending on transaction dynamics .
Overall: Ein brings deep capital allocation and public board experience with significant personal ownership—a positive alignment signal—within a governance framework characterized by controlled‑company features and sponsor/shareholder agreements that concentrate decision rights; continued monitoring of committee independence, related‑party procedure enforcement, and any Capitol‑related transactions is warranted .